REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
Pre-Effective Amendment No. | ( ) |
Post-Effective Amendment No. 36 | (X) |
and/or | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
Amendment No. 29 | (X) |
immediately upon filing pursuant to paragraph (b) of Rule 485 | |
x | on May 1, 2019, pursuant to paragraph (b) of Rule 485 |
60 days after filing, pursuant to paragraph (a)(1) of Rule 485 | |
on (date), pursuant to paragraph (a)(1) of Rule 485 |
this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
• | 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. |
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A-1 |
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. |
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. |
1. | term life insurance; and |
2. | change of Insured (not available to individual Owners). |
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. |
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: 0.28% for Policy Years 1-20, and 0.10% thereafter |
Service Charge | Monthly | Maximum:
$10/month Current: $7.50/month |
1 | The Cost of Insurance Charge 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 charge by contacting our Service Center 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 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 in “Charges and Deductions” below. The benefits provided under each rider are summarized in “Other Provisions and Benefits” below. | ||
Change of Insured Rider3* | Upon change of Insured | Minimum:
$100 per change Maximum: $400 per change |
Change of Insured Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)* | $400 per change | |
Term Life Insurance Rider | Monthly | Guaranteed:
Minimum COI: $0.02 per $1000 Maximum COI: $83.33 per $1000 |
Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death) | Monthly | Guaranteed:
$0.21 per $1000 |
* | Not available for individual Owners. |
Minimum | Maximum | |
Total Annual Fund Operating | 0.27% | 2.61% |
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 in “Market Timing and Excessive Trading”, 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 in this prospectus or by restricting the Owner from making Transfers into the identified Fund for the period of time specified by the Fund. |
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% |
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 risk charge. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
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. |
• | 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. |
• | 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 date the Policy is surrendered or terminated; |
• | the expiration of the grace period of the Policy; or |
• | the death of the Insured. |
• | 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. |
(i) | The date that due proof of death is received by the Company; |
(ii) | The date the Company receives sufficient information to determine our liability, the extent of the liability, and the appropriate payee legally entitled to the Proceeds; and |
(iii) | The date that
legal impediments to the payment of Death Benefit Proceeds that depend on the action of parties other than the Company are resolved and sufficient evidence of the same is provided to the Company. Legal impediments to payment include, but are not limited to (a) the establishment of guardianships and conservatorships; (b) the appointment and qualification of trustees, executors and administrators; and (c) the submission of information required to satisfy state and federal reporting requirements. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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 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. |
• | 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. |
• | 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). |
• | 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. |
(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. |
• | 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. |
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A-1 |
|
B-1 |
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. |
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. |
1. | term life insurance; and |
2. | change of Insured (not available to individual Owners). |
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. |
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 Charge 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 charge by contacting our Service Center 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 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 in “Charges and Deductions” below. The benefits provided under each rider are summarized in “Other Provisions and Benefits” below. | ||
Change of Insured Rider3* | Upon change of Insured | Minimum:
$100 per change Maximum: $400 per change |
Change of Insured Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)* | $400 per change | |
Term Life Insurance Rider | Monthly | Guaranteed:
Minimum COI: $0.02 per $1000 Maximum COI: $83.33 per $1000 |
Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death) | Monthly | Guaranteed:
$0.21 per $1000 |
* | Not available to individual Owners. |
Minimum | Maximum | |
Total Annual Fund Operating | 0.27% | 2.61% |
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 in the “Market Timing & Excessive Trading” section below, 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 below or by restricting the Owner from making Transfers into the identified Fund for the period of time specified by the Fund. |
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% |
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 risk charge. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
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. |
• | 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. |
• | 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 date the Policy is surrendered or terminated; |
• | the expiration of the grace period of the Policy; or |
• | the death of the Insured. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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 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. |
• | 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. |
• | 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). |
• | 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. |
(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. |
1. | Different Cost of Insurance Charge Amounts |
2. | Fee Tables |
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: $0.08 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 Charge2 | 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+ |
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 in “Charges and Deductions” below. The benefits provided under each rider are summarized in “Other Provisions and Benefits” 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: $0.08 per $1000 Maximum COI: $83.33 per $1000 |
Term Life Insurance Rider for a 46-year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death) | Monthly | Guaranteed:
$0.41 per $1000 |
* | Not available to individual Owners. |
3. | Paid-Up Life Insurance |
4. | Term Life Insurance Rider |
5. | Fixed Account |
6. | Definition of Account Value |
AUDITED FINANCIAL REPORT
Great-West Life & Annuity Insurance Company
(A wholly-owned subsidiary of GWL&A Financial Inc.) |
Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus as of December 31, 2018 and 2017 and
Related Statutory Statements of Operations,
Changes in Capital and Surplus and Cash Flows for Each of the Three Years in the Period Ended December 31, 2018 and Report of Independent Registered Public Accounting Firm
Index to Financial Statements, Notes, and Schedules
Page Number | ||
3 | ||
Statutory Financial Statements at December 31, 2018, and 2017 and for the Years Ended December 31, 2018, 2017, and 2016 |
||
Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus |
5 | |
7 | ||
8 | ||
9 | ||
11 | ||
11 | ||
20 | ||
21 | ||
23 | ||
32 | ||
36 | ||
36 | ||
36 | ||
37 | ||
37 | ||
Note 11 - Liability for Unpaid Claims and Claim Adjustment Expenses |
39 | |
40 | ||
40 | ||
Note 14 - Capital and Surplus, Dividend Restrictions, and Other Matters |
43 | |
44 | ||
50 | ||
54 | ||
58 | ||
58 | ||
58 | ||
59 |
2
Deloitte & Touche LLP 1601 Wewatta Street Suite 400 Denver, CO 80202-3942 USA
Tel: 1 303 292 5400 Fax: 1 303 312 4000 www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder of
Great-West Life & Annuity Insurance Company
Greenwood Village, Colorado
Opinion on the Statutory Financial Statements
We have audited the accompanying statutory statements of admitted assets, liabilities, and capital and surplus of Great-West Life & Annuity Insurance Company (the "Company") (a wholly-owned subsidiary of GWL&A Financial Inc.), as of December 31, 2018 and 2017, the related statutory statements of operations, changes in capital and surplus, and cash flows for the years then ended, and the related notes (collectively referred to as the "statutory financial statements"). In our opinion, because of the effects of the matters discussed in the following paragraph, the statutory financial statements do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2018 and 2017, or the results of its operations or its cash flows for the years then ended.
As described in Note 1 to the statutory financial statements, the statutory financial statements are prepared by the Company using the accounting practices prescribed or permitted by the Colorado Division of Insurance, which is a basis of accounting other than accounting principles generally accepted in the United States of America, to meet the requirements of the Colorado Division of Insurance. The effects on the statutory financial statements of the variances between the statutory-basis of accounting described in Note 1 to the statutory financial statements and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.
In our opinion, the statutory financial statements present fairly, in all material respects, the admitted assets, liabilities, and capital and surplus of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended in conformity with accounting practices prescribed or permitted by the Colorado Division of Insurance, as described in Note 1 to the statutory financial statements.
Basis for Opinion
These statutory financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's statutory financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statutory financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
3
an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the statutory financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the statutory financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statutory financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter
As discussed in Note 1 to the statutory financial statements, the accompanying statutory financial statements have been prepared from separate records maintained by the Company and may not necessarily be indicative of conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company, as portions of certain expenses represent allocations made from affiliates.
Denver, Colorado
March 19, 2019
We have served as the Companys auditor since 1981
4
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus
December 31, 2018 and 2017
(In Thousands, Except Share Amounts)
December 31, | ||||||||
2018 | 2017 | |||||||
Admitted assets: |
||||||||
Cash and invested assets: |
||||||||
Bonds |
$ | 20,654,118 | $ | 19,944,862 | ||||
Common stock |
131,883 | 107,977 | ||||||
Mortgage loans (net of allowances of $746 and $746) |
4,206,865 | 3,871,338 | ||||||
Real estate occupied by the company |
37,555 | 36,302 | ||||||
Real estate held for the production of income |
1,407 | 1,466 | ||||||
Contract loans |
4,122,637 | 4,078,669 | ||||||
Cash, cash equivalents and short-term investments |
229,003 | 242,084 | ||||||
Securities lending collateral assets |
45,102 | | ||||||
Other invested assets |
606,787 | 566,187 | ||||||
|
|
|
|
|
| |||
Total cash and invested assets |
30,035,357 | 28,848,885 | ||||||
|
|
|
|
|
| |||
Investment income due and accrued |
284,303 | 279,822 | ||||||
Premiums deferred and uncollected |
25,795 | 15,919 | ||||||
Reinsurance recoverable |
8,090 | 7,090 | ||||||
Current federal income taxes recoverable |
71,875 | 16,535 | ||||||
Deferred income taxes |
150,497 | 149,315 | ||||||
Due from parent, subsidiaries and affiliates |
50,107 | 67,355 | ||||||
Cash value of company owned life insurance |
272,606 | 264,798 | ||||||
Other assets |
231,965 | 163,388 | ||||||
Assets from separate accounts |
24,654,916 | 28,197,122 | ||||||
|
|
|
|
|
| |||
Total admitted assets |
$ | 55,785,511 | $ | 58,010,229 | ||||
|
|
|
|
|
|
See notes to statutory financial statements. | Continued |
5
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus
December 31, 2018 and 2017
(In Thousands, Except Share Amounts)
December 31, | ||||||||
2018 | 2017 | |||||||
Liabilities, capital and surplus: |
||||||||
Liabilities: |
||||||||
Aggregate reserves for life policies and contracts |
$ | 27,501,121 | $ | 26,587,834 | ||||
Aggregate reserves for accident and health policies |
276,762 | 272,539 | ||||||
Liability for deposit-type contracts |
189,895 | 206,134 | ||||||
Life and accident and health policy and contract claims |
123,705 | 120,537 | ||||||
Provision for policyholders dividends |
31,184 | 38,872 | ||||||
Liability for premiums received in advance |
13,926 | 12,768 | ||||||
Liability for contract deposit funds |
150,981 | 174,296 | ||||||
Unearned investment income |
622 | 4,483 | ||||||
Asset valuation reserve |
204,393 | 203,546 | ||||||
Interest maintenance reserve |
50,674 | 82,238 | ||||||
Due to parent, subsidiaries and affiliates |
41,735 | 52,081 | ||||||
Commercial paper |
98,859 | 99,886 | ||||||
Payable under securities lending agreements |
45,102 | | ||||||
Repurchase agreements |
664,650 | | ||||||
Other liabilities |
410,076 | 828,393 | ||||||
Liabilities from separate accounts |
24,654,907 | 28,197,113 | ||||||
|
|
|
|
|
| |||
Total liabilities |
54,458,592 | 56,880,720 | ||||||
|
|
|
|
|
| |||
Commitments and contingencies (see Note 20) |
||||||||
Capital and surplus: |
||||||||
Preferred stock, $1 par value, 50,000,000 shares authorized; none
issued and outstanding |
| | ||||||
Common stock, $1 par value; 50,000,000 shares authorized; 7,320,176 shares issued and outstanding |
7,320 | 7,320 | ||||||
Surplus notes |
591,699 | 539,930 | ||||||
Gross paid in and contributed surplus |
710,271 | 706,178 | ||||||
Unassigned funds |
17,629 | (123,919 | ) | |||||
|
|
|
|
|
| |||
Total capital and surplus |
1,326,919 | 1,129,509 | ||||||
|
|
|
|
|
| |||
Total liabilities, capital and surplus |
$ | 55,785,511 | $ | 58,010,229 | ||||
|
|
|
|
|
|
See notes to statutory financial statements. | Concluded |
6
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statutory Statements of Operations
Years Ended December 31, 2018, 2017 and 2016
(In Thousands)
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
|
|
|
|
| ||||||||
Income: |
||||||||||||
Premium income and annuity consideration |
$ | 7,592,609 | $ | 5,270,518 | $ | (397,783 | ) | |||||
Net investment income |
1,307,387 | 1,266,963 | 1,235,841 | |||||||||
Amortization of interest maintenance reserve |
24,863 | 22,045 | 23,253 | |||||||||
Commission and expense allowances on reinsurance ceded |
5,211 | 31,582 | 5,785 | |||||||||
Fee income from separate accounts |
160,573 | 160,280 | 151,744 | |||||||||
Reserve adjustment on reinsurance ceded |
(1,975,763 | ) | (490,424 | ) | 5,627,638 | |||||||
Miscellaneous income |
250,272 | 220,204 | 154,696 | |||||||||
|
|
|
|
| ||||||||
Total income |
7,365,152 | 6,481,168 | 6,801,174 | |||||||||
|
|
|
|
| ||||||||
Expenses: |
||||||||||||
Death benefits |
380,057 | 276,519 | 341,292 | |||||||||
Annuity benefits |
228,530 | 203,679 | 202,093 | |||||||||
Disability benefits and benefits under accident and health policies |
41,719 | 44,208 | 41,580 | |||||||||
Surrender benefits |
5,895,938 | 4,992,338 | 4,330,313 | |||||||||
Increase in aggregate reserves for life and accident and health policies and contracts |
917,510 | 915,763 | 1,139,669 | |||||||||
Other benefits |
10,528 | 12,032 | 11,991 | |||||||||
|
|
|
|
| ||||||||
Total benefits |
7,474,282 | 6,444,539 | 6,066,938 | |||||||||
|
|
|
|
| ||||||||
Commissions |
196,489 | 199,814 | 181,567 | |||||||||
Other insurance expenses |
488,250 | 522,610 | 544,488 | |||||||||
Net transfers from separate accounts |
(1,112,465 | ) | (944,644 | ) | (101,482 | ) | ||||||
|
|
|
|
| ||||||||
Total benefit and expenses |
7,046,556 | 6,222,319 | 6,691,511 | |||||||||
|
|
|
|
| ||||||||
Net gain from operations before dividends to policyholders, federal income taxes and realized capital gains (losses) |
318,596 | 258,849 | 109,663 | |||||||||
Dividends to policyholders |
31,276 | 38,782 | 45,842 | |||||||||
|
|
|
|
| ||||||||
Net gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains (losses) |
287,320 | 220,067 | 63,821 | |||||||||
Federal income tax (benefit) expense |
(17,604 | ) | 50,584 | (37,932 | ) | |||||||
|
|
|
|
| ||||||||
Net gain from operations before net realized capital gains (losses) |
304,924 | 169,483 | 101,753 | |||||||||
Net realized capital gains (losses) less capital gains tax and transfers to interest maintenance reserve |
10,576 | 535 | (1,096 | ) | ||||||||
|
|
|
|
| ||||||||
Statutory net income |
$ | 315,500 | $ | 170,018 | $ | 100,657 | ||||||
|
|
|
|
|
See notes to statutory financial statements.
7
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statutory Statements of Changes in Capital and Surplus
Years Ended December 31, 2018, 2017 and 2016
(In Thousands)
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
Capital and surplus, beginning of year |
$ | 1,129,509 | $ | 1,053,333 | $ | 1,114,764 | ||||||
|
|
|
|
|
|
|
|
| ||||
Statutory net income |
315,500 | 170,018 | 100,657 | |||||||||
Dividends to stockholder |
(152,295 | ) | (145,301 | ) | (125,691 | ) | ||||||
Change in net unrealized capital (losses) gains, net of income taxes |
(11,491 | ) | (17,021 | ) | (32,223 | ) | ||||||
Change in minimum pension liability, net of income taxes |
3,824 | 2,459 | (1,863 | ) | ||||||||
Change in asset valuation reserve |
(846 | ) | (18,503 | ) | 6,171 | |||||||
Change in non-admitted assets |
28,921 | 96,814 | (47,306 | ) | ||||||||
Change in net deferred income taxes |
(40,732 | ) | (110,528 | ) | 16,605 | |||||||
Change in liability for reinsurance in unauthorized companies |
| 2 | | |||||||||
Capital paid-in |
| 27 | 60 | |||||||||
Surplus paid-in |
4,093 | 86,480 | 22,359 | |||||||||
Change in capital and surplus as a result of separate accounts |
(208 | ) | (211 | ) | (150 | ) | ||||||
Change in unrealized foreign exchange capital (losses) gains |
(1,125 | ) | (88 | ) | (78 | ) | ||||||
Change in surplus note |
51,769 | 12,028 | 28 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Net change in capital and surplus for the year |
197,410 | 76,176 | (61,431 | ) | ||||||||
|
|
|
|
|
|
|
|
| ||||
Capital and surplus, end of year |
$ | 1,326,919 | $ | 1,129,509 | $ | 1,053,333 | ||||||
|
|
|
|
|
|
|
|
|
See notes to statutory financial statements.
8
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statutory Statements of Cash Flows
Years Ended December 31, 2018, 2017 and 2016
(In Thousands)
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
|
|
|
|
|
| |||||||
Operating activities: |
||||||||||||
Premium income, net of reinsurance |
$ | 5,352,630 | $ | 5,208,527 | $ | 5,910,875 | ||||||
Investment income received, net of investment expenses paid |
1,136,338 | 1,111,282 | 1,080,450 | |||||||||
Other miscellaneous expense received (paid) |
160,008 | (77,825 | ) | (23,874 | ) | |||||||
Benefit and loss related payments, net of reinsurance |
(6,417,233 | ) | (5,393,966 | ) | (4,671,246 | ) | ||||||
Net transfers to separate accounts |
1,097,423 | 909,388 | 99,783 | |||||||||
Commissions, other expenses and taxes paid |
(644,838 | ) | (669,995 | ) | (687,938 | ) | ||||||
Dividends paid to policyholders |
(38,959 | ) | (46,583 | ) | (51,521 | ) | ||||||
Federal income taxes (paid) received, net |
(38,241 | ) | (15,138 | ) | 15,711 | |||||||
|
|
|
|
|
| |||||||
Net cash provided by operating activities |
607,128 | 1,025,690 | 1,672,240 | |||||||||
|
|
|
|
|
| |||||||
Investing activities: |
||||||||||||
Proceeds from investments sold, matured or repaid: |
||||||||||||
Bonds |
3,351,579 | 5,719,282 | 7,202,702 | |||||||||
Stocks |
3,704 | 14,597 | 1,539 | |||||||||
Mortgage loans |
357,545 | 399,982 | 365,790 | |||||||||
Real estate |
| | 1,457 | |||||||||
Other invested assets |
25,233 | 14,614 | 9,883 | |||||||||
Net gains on cash, cash equivalents and short-term investments |
| (1 | ) | 13 | ||||||||
Miscellaneous proceeds |
22,212 | | 40,414 | |||||||||
Cost of investments acquired: |
||||||||||||
Bonds |
(3,398,701 | ) | (6,023,940 | ) | (8,434,227 | ) | ||||||
Stocks |
(38,742 | ) | (99 | ) | (19 | ) | ||||||
Mortgage loans |
(697,245 | ) | (844,304 | ) | (688,991 | ) | ||||||
Real estate |
(4,319 | ) | (2,980 | ) | (2,006 | ) | ||||||
Other invested assets |
(36,870 | ) | (31,194 | ) | (3,985 | ) | ||||||
Miscellaneous applications |
(39,654 | ) | (67,286 | ) | (4,708 | ) | ||||||
Net change in contract loans and premium notes |
(1,355 | ) | (12,161 | ) | 6,809 | |||||||
|
|
|
|
|
| |||||||
Net cash used in investing activities |
(456,613 | ) | (833,490 | ) | (1,505,329 | ) | ||||||
|
|
|
|
|
| |||||||
Financing and miscellaneous activities: |
||||||||||||
Surplus notes |
51,410 | 12,000 | | |||||||||
Capital and paid in surplus |
3,325 | 84,944 | 20,306 | |||||||||
Deposit-type contract withdrawals, net of deposits |
(18,908 | ) | (21,673 | ) | (22,342 | ) | ||||||
Dividends to stockholder |
(152,295 | ) | (145,301 | ) | (125,691 | ) | ||||||
Funds (repaid) borrowed, net |
(1,027 | ) | 2,348 | 4,167 | ||||||||
Change in due to/from parent, subsidiaries and affiliates |
6,013 | 1,485 | 5,987 | |||||||||
Employee taxes paid for withheld shares |
(78 | ) | (818 | ) | (517 | ) | ||||||
Other |
(51,605 | ) | (70,011 | ) | (38,528 | ) | ||||||
|
|
|
|
|
| |||||||
Net cash used in financing and miscellaneous activities |
(163,165 | ) | (137,026 | ) | (156,618 | ) | ||||||
|
|
|
|
|
| |||||||
Net (decrease) increase in cash, cash equivalents and short-term investments and restricted cash |
(12,650 | ) | 55,174 | 10,293 | ||||||||
Cash, cash equivalents and short-term investments and restricted cash: |
||||||||||||
Beginning of year |
242,084 | 186,910 | 176,617 | |||||||||
|
|
|
|
|
| |||||||
End of year |
$ | 229,434 | $ | 242,084 | $ | 186,910 | ||||||
|
|
|
|
|
|
The cash, cash equivalents and short-term investments and restricted cash balance at December 31, 2018 includes $431 of restricted cash which is non-admitted and not included in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.
See notes to statutory financial statements. | Continued |
9
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Statutory Statements of Cash Flows
Years Ended December 31, 2018, 2017 and 2016
(In Thousands)
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
|
|
|
|
|
| |||||||
Non-cash investing and financing transactions during the year: |
||||||||||||
Share-based compensation expense |
$ | 768 | $ | 1,563 | $ | (2,113 | ) | |||||
Assets received from limited partnership investment distributions |
| | (10 | ) | ||||||||
Fair value of assets acquired in settlement of bonds |
28,815 | 9,659 | |
See notes to statutory financial statements. | Concluded |
10
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
1. Organization and Significant Accounting Policies
Great-West Life & Annuity Insurance Company (the Company or GWL&A) is a direct wholly-owned subsidiary of GWL&A Financial Inc. (GWL&A Financial), a holding company. GWL&A Financial is a direct wholly-owned subsidiary of Great-West Lifeco U.S. LLC (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 (Division).
The Company is authorized to engage in the sale of life insurance, accident and health insurance and annuities. It is qualified to do business in all states in the United States, except New York, and in the District of Columbia, Puerto Rico, Guam and the U.S. Virgin Islands. The Company is also a licensed reinsurer in New York.
The statutory financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company.
Accounting policies and use of estimates
The Company prepares its statutory financial statements in conformity with accounting practices prescribed or permitted by the Division. The Division requires that insurance companies domiciled in the State of Colorado prepare their statutory financial statements in accordance with the National Association of Insurance Commissioners Accounting Practices and Procedures Manual (NAIC SAP), subject to any deviations prescribed or permitted by the State of Colorado Insurance Commissioner.
The only prescribed deviation that impacts the Company allows the Company to account for certain separate account products at book value instead of fair value. The Division has not permitted the Company to adopt any accounting practices that have an impact on the Companys statutory financial statements as compared to NAIC SAP or the Divisions prescribed accounting practices. There is no impact to either capital and surplus or net income as a result of the prescribed accounting practice.
Statutory accounting principles vary in some respects from accounting principles generally accepted in the United States of America (GAAP). The more significant of these differences are as follows:
| Bonds, including loan-backed and structured securities (collectively referred to as bonds), are carried at statutory adjusted carrying value in accordance with the National Association of Insurance Commissioners (NAIC) designation of the security. Carrying value is amortized cost, unless the bond is either (a) designated as a six, in which case it is the lower of amortized cost or fair value or (b) required to be carried at fair value due to the structured securities ratings methodology. Under GAAP, bonds are carried at amortized cost for securities classified as held-to-maturity and fair value for securities classified as available-for-sale and held-for-trading. |
| Short-term investments include all investments whose remaining maturities, at the time of acquisition, are three months to one year. Under GAAP, short-term investments include securities purchased with investment intent and with initial remaining maturities of one year or less. |
| As prescribed by the NAIC, the asset valuation reserve (AVR) is computed in accordance with a prescribed formula and represents a provision for possible non-interest related fluctuations in the value of bonds equity securities, mortgage loans, real estate and other invested assets. Changes to the AVR are charged or credited directly to unassigned surplus. This type of reserve is not necessary or required under GAAP. |
| As prescribed by the NAIC, the interest maintenance reserve (IMR) consists of net accumulated unamortized realized capital gains and losses, net of income taxes, on sales or interest related impairments of bonds and derivative investments attributable to changes in the general level of interest rates. Such gains or losses are initially deferred and then amortized into income over the remaining period to maturity, based on groupings of individual securities sold in five-year bands. An IMR asset is designated as a non-admitted asset and is recorded as a reduction to capital and surplus. Under GAAP, realized gains and losses are recognized in income in the period in which a security is sold. |
11
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
| As prescribed by the NAIC, an other-than-temporary impairment (OTTI) is recorded (a) if it is probable that the Company will be unable to collect all amounts due according to the contractual terms in effect at the date of acquisition, (b) if the Company has the intent to sell the investment or (c) for non-interest related declines in value and where the Company does not have the intent and ability at the reporting date, to hold the bond until its recovery. Under GAAP, if either (a) management has the intent to sell a bond investment or (b) it is more likely than not the Company will be required to sell a bond 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 bond 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 bond investment prior to impairment) is less than the amortized cost basis of the bond investment (referred to as the credit loss portion), an OTTI is considered to have occurred. |
Under GAAP, total OTTI is bifurcated into two components: the amount related to the credit loss, which is recognized in current period earnings through realized capital losses; and the amount attributed to other factors (referred to as the non-credit portion), which is recognized as a separate component in accumulated other comprehensive income (loss). As prescribed by the NAIC, non-interest related OTTI is only bifurcated on loan-backed and structured securities. Factors related to interest and other components do not have a financial statement impact and are disclosed in Unrealized losses and OTTI in the notes to the statutory financial statements.
| Derivatives that qualify for hedge accounting are carried at the same valuation method as the underlying hedged asset, while derivatives that do not qualify for hedge accounting are carried at fair value. Under GAAP, all derivatives, regardless of hedge accounting treatment, are recorded on the balance sheet in other assets or other liabilities at fair value. As prescribed by the NAIC, for those derivatives which qualify for hedge accounting, the change in the carrying value or cash flow of the derivative is recorded consistently with how the changes in the carrying value or cash flow of the hedged asset, liability, firm commitment or forecasted transaction are recorded. Under GAAP, 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 accumulated other comprehensive income and are recognized in the income statements when the hedged item affects earnings. Changes in fair value resulting from foreign currency translations are recorded in either AOCI or net investment income, consistent with where they are recorded on the underlying hedged asset or liability. Changes in the fair value, including changes resulting from foreign currency translations, of derivatives not eligible for hedge accounting or where hedge accounting is not elected and the over effective portion of cash flow hedges are recognized in investment gains (losses) as a component of net income in the period of the change. Realized foreign currency transactional gains and losses on derivatives subject to hedge accounting are recorded in net investment income, whereas those on derivatives not subject to hedge accounting are recorded in investment gains (losses). As prescribed by the NAIC, upon termination of a derivative that qualifies for hedge accounting, the gain or loss is recognized in income in a manner that is consistent with the hedged item. Alternatively, if the item being hedged is subject to IMR, the gain or loss on the hedging derivative is realized and is subject to IMR upon termination. Under GAAP, gains or losses on terminated contracts that are effective hedges are recorded in earnings in net investment income or other comprehensive income. The gains or losses on terminated contracts where hedge accounting is not elected, or contracts that are not eligible for hedge accounting, are recorded in investment gains (losses). |
| 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 enhancement 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. Under GAAP, these transactions are recorded as forward settling to be announced (TBA) securities that are accounted for as derivative instruments, but hedge accounting is not elected as the Company does not regularly accept delivery of such securities when issued. |
| Acquisition costs, such as commissions and other costs incurred in connection with acquiring new business, are charged to operations as incurred, rather than deferred and amortized over the lives of the related contracts as under GAAP. |
| Deferred 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 Companys statutory financial statements or tax returns. Deferred income tax assets are subject to limitations prescribed by statutory accounting |
12
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
principles. The change in deferred income taxes is treated as a component of the change in unassigned funds, whereas under GAAP deferred taxes are included in the determination of net income. |
| Certain assets, including various receivables, furniture and equipment and prepaid assets, are designated as non-admitted assets and are recorded as a reduction to capital and surplus, whereas they are recorded as assets under GAAP. |
| The excess of the cost of acquiring an entity over the Companys share of the book value of the acquired entity is recorded as goodwill which is admissible subject to limitations and is amortized over the period in which the Company benefits economically, not to exceed ten years. Under GAAP, the excess of the cost of acquiring an entity over the acquisition-date fair value of identifiable assets acquired and liabilities assumed is allocated between goodwill, indefinite-lived intangible assets and definite-lived intangible assets. Goodwill and indefinite-lived intangible assets are not amortized and definite-lived intangible assets are amortized over their estimated useful lives under GAAP. |
| Aggregate reserves for life policies and contracts are based on statutory mortality and interest requirements and without consideration of withdrawals, which differ from reserves established under GAAP that are based on assumptions using Company experience for mortality, interest, and withdrawals. |
| As prescribed by the NAIC, ceded reserves are limited to the amount of direct reserves. Ceded aggregate reserves and policy and contract claim liabilities are netted against aggregate reserves for life policies and contracts for statutory accounting purposes. Under GAAP, these items are reported as reinsurance recoverable. |
| Surplus notes are reflected as a component of capital and surplus, whereas under GAAP they are reflected as a liability. |
| The policyholders share of net income on participating policies that has not been distributed to participating policyholders is included in capital and surplus in the statutory financial statements. For GAAP, these amounts are reported as a liability with a charge to net income. |
| Changes in separate account values from cash transactions are recorded as premium income and benefit expenses whereas they do not impact the statement of operations under GAAP and are presented only as increases or decreases to account balances. |
| Benefit payments and the related decrease in policy reserves are recorded as expenses for all contracts subjecting the Company to any mortality risk. Under GAAP, such benefit payments for life and annuity contracts without significant mortality risks are recorded as direct reductions to the policy reserve liability. |
| Premium receipts and the related increase in policy reserves are recorded as revenues and expenses, respectively, for all contracts subjecting the Company to any mortality risk. Under GAAP, such premium receipts for life and annuity contracts without significant mortality risks are recorded as direct credits to the policy reserve liability. |
| Comprehensive income and its components are not presented in the statutory financial statements. |
| The Statutory Statement of Cash Flows is presented based on a prescribed format for statutory reporting. For purposes of presenting statutory cash flows, cash includes short-term investments. Under GAAP, the statement of cash flows is typically presented based on the indirect method and cash excludes short-term investments. |
The preparation of financial statements in conformity with statutory accounting principles requires the Companys management to make a variety of estimates and assumptions. These estimates and assumptions affect, among other things, the reported amounts of admitted assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. Significant estimates are required to account for items and matters such as, but not limited to, the valuation of investments in the absence of quoted market values, impairment of investments, valuation of policy benefit liabilities and the valuation of deferred tax assets. Actual results could differ from those estimates.
13
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Significant statutory accounting policies
Investments
Investments are reported as follows:
| In accordance with the NAIC SAP, the adjusted carrying value amounts of certain assets are gross of non-admitted assets. |
Bonds are carried at statutory adjusted carrying value in accordance with the NAIC designation of the security. Carrying value is amortized cost, unless the bond is either (a) designated as a six, in which case it is the lower of amortized cost or fair value or (b) required to be carried at fair value due to the structured securities ratings methodology. The Company recognizes the acquisition of its public bonds on a trade date basis and its private placement investments on a funding date basis. Bonds containing call provisions are amortized to the call or maturity value/date which produces the lowest asset value.
Premiums and discounts are recognized as a component of net investment income using the effective interest method. Realized gains and losses not subject to IMR, including those from foreign currency translations, are included in net realized capital gains (losses).
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. Prepayment assumptions are based on the average of recent historical prepayments and are obtained from broker/dealer survey values or internal estimates. These assumptions are consistent with the current interest rate and economic environment. Significant changes in estimated cash flows from the original purchase assumptions are accounted for using the retrospective method.
| Mortgage loans consist primarily of domestic commercial collateralized loans and are carried at their unpaid principal balances adjusted for any unamortized premiums or discounts, allowances for credit losses, and foreign currency translations. 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 effective interest method. Prepayment penalty and origination fees are recognized in net investment income 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. Managements risk assessment process is subjective and includes the categorization of all loans, based on the above mentioned credit quality indicators, into one of the following categories:
| Performing - generally indicates the loan has standard market risk and is within its original underwriting guidelines. |
| Non-performing - generally indicates there is a potential for loss due to the deterioration of financial/monetary default indicators or potential foreclosure. Due to the potential for loss, these loans are evaluated for impairment. |
The adequacy of the Companys allowance for credit loss is reviewed quarterly. The determination of the calculation and the adequacy of the mortgage allowance for credit loss and mortgage impairments involve judgments that incorporate qualitative and quantitative Company and industry mortgage performance data. Managements periodic evaluation and assessment of the adequacy of the mortgage allowance for credit loss and the need for mortgage impairments is based on known and inherent risks in the portfolio, adverse situations that may affect the borrowers 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 primarily 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.
14
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Loan balances are considered past due when payment has not been received based on contractually agreed upon terms. The accrual of interest is discontinued when concerns exist regarding the realization of loan principal or interest. The Company resumes interest accrual on loans when a loan returns to current status or under new terms when loans are restructured or modified.
On a quarterly basis, any loans with terms that were modified during that period are reviewed to determine if the loan modifications constitute a troubled debt restructuring (TDR). In evaluating whether a loan modification constitutes a TDR, it must be determined that the modification is a significant concession and the debtor is experiencing financial difficulties.
| Real estate properties held for the production of income are valued at depreciated cost less encumbrances. Properties held for sale are carried at the lower of depreciated cost or fair value less encumbrances and estimated costs to sell the property. Real estate is depreciated on a straight-line basis over the estimated life of the building or term of the lease for tenant improvements. |
| Real estate properties occupied by the Company are carried at depreciated cost unless the carrying amount of the asset is deemed to be unrecoverable. The Company includes in both net investment income and other operating expenses an amount for rent relating to real estate properties occupied by the Company. Rent is derived from consideration of the repairs, expenses, taxes, interest and depreciation incurred. The reasonableness of the amount of rent recorded is verified by comparison to rent received from other like properties in the same area. |
| Limited partnership interests are included in other invested assets and are accounted for using either net asset value per share (NAV) as a practical expedient to fair value or the equity method of accounting with changes in these values recognized in unassigned surplus in the period of change. The Company uses NAV as a practical expedient on partnership interests in investment companies where it has a minor equity interest and no significant influence over the entitys 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 entitys operations. |
| Common stocks, other than stocks of subsidiaries, are recorded at fair value based on the most recent closing price of the common stock as quoted on its exchange. Related party mutual funds, which are carried at fair value, are also included in common stocks. The net unrealized gain or loss on common stocks is reported as a component of surplus. |
| Contract loans are carried at their unpaid balance. Contract loans are fully collateralized by the cash surrender value of the associated insurance policy. |
| Short-term investments include all investments whose remaining maturities, at the time of acquisition, are three months to one year. Cash equivalent investments include all investments whose remaining maturities, at the time of acquisition, are three months or less. Both short-term and cash equivalent investments, excluding money market mutual funds, are stated at amortized cost, which approximates fair value. Cash equivalent investments also include highly liquid money market securities that are traded in an active market, and are carried at fair value. |
| The Company enters into reverse repurchase agreements with third party broker-dealers for the purpose of enhancing the total return on its investment portfolio. The repurchase trading strategy involves the purchase of securities, with a simultaneous agreement to resell similar securities at a future date at an agreed-upon price. Securities purchased under these agreements are accounted for as secured borrowings, and are reported at amortized cost in cash, cash equivalents and short-term investments. Under these tri-party repurchase agreements, the designated custodian takes possession of the underlying collateral on the Companys behalf, which is required to be cash or government securities. The fair value of the securities is monitored and additional collateral is obtained, where appropriate, to protect against credit exposure. The collateral cannot be sold or re-pledged and has not been recorded on the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus. |
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 enhancement 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
15
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
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. 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 Companys right to repurchase the security may be restricted. Amounts owed to brokers under these arrangements are included as a liability in repurchase agreements.
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 enhancement on its investment portfolio. The borrower can return and the Company can request the loaned securities be returned 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 on loan are included within bonds and short-term investments in the accompanying Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus. 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 cash 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. Some cash collateral is reinvested in short-term repurchase agreements which are also collateralized by U.S. Government or U.S. Government Agency securities. Reinvested cash collateral is reported in securities lending reinvested collateral assets, with a corresponding liability in payable for securities lending. Collateral that cannot be sold or repledged is excluded from the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.
| The Companys OTTI accounting policy requires that a decline in the value of a bond below its cost or amortized cost basis be assessed to determine if the decline is other-than-temporary. An OTTI is recorded (a) if it is probable that the Company will be unable to collect all amounts due according to the contractual terms in effect at the date of acquisition, (b) if the Company has the intent to sell the investment or (c) for non-interest related declines in value and where the Company does not have the intent and ability at the reporting date, to hold the bond until its recovery. Management considers a wide range of factors, as described below, regarding the bond 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. Inherent in managements evaluation of the bond are assumptions and estimates about the operations and ability to generate future cash flows. While all available information is taken into account, it is difficult to predict the ultimate recoverable amount from a distressed or impaired bond. |
Considerations used by the Company in the impairment evaluation process include, but are not limited to, the following:
| The extent to which estimated fair value is below cost; |
| Whether the decline in fair value is attributable to specific adverse conditions affecting a particular instrument, its issuer, an industry or geographic area; |
| The length of time for which the estimated fair value has been below cost; |
| Downgrade of a bond investment by a credit rating agency; |
| Deterioration of the financial condition of the issuer; |
| The payment structure of the bond investment and the likelihood of the issuer being able to make payments in the future; and |
| Whether dividends have been reduced or eliminated or scheduled interest payments have not been made. |
For loan-backed and structured securities, if management does not intend to sell the bond and has the intent and ability to hold the bond until 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 bond prior to impairment) is less than the amortized cost basis of the bond (referred to as the non-interest loss portion), an OTTI is considered to have occurred. In this instance, total OTTI is bifurcated into two components: the amount related to the non-interest loss is recognized in current period earnings through realized capital gains (losses); and the amount attributed to other factors does not have any financial impact and is disclosed only in the notes to the statutory financial statements. The calculation of 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.
16
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
For bonds not backed by other loans or assets, if management does not intend to sell the bond and has the intent and ability to hold, but does not expect to recover the entire cost basis, an OTTI is considered to have occurred. A charge is recorded in net realized capital gains (losses) equal to the difference between the fair value and cost or amortized cost basis of the bond. After the recognition of an OTTI, the bond 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 net income. The difference between the new amortized cost basis and the expected 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 bond.
Fair value
Certain assets and liabilities are recorded at fair value on the Companys Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus. 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 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 Companys assets and liabilities have been categorized based upon the following fair value hierarchy:
| Level 1 inputs which are utilized for separate account assets and liabilities, utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Financial assets utilizing Level 1 inputs include certain mutual 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, which are utilized for general and separate account assets and liabilities, 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 bond and separate account assets and liabilities, inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Additional inputs utilized for assets and liabilities classified as Level 2 are: |
○ | Derivative instruments - trading activity, swap curves, credit spreads, currency volatility, net present value of cash flows and news sources. |
○ | Separate account assets and liabilities - various index data and news sources, amortized cost (which approximates fair value), trading activity, swap curves, credit spreads, recovery rates, restructuring, net present value of cash flows and quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| Level 3 inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. In general, the prices of Level 3 securities are obtained from single broker quotes and internal pricing models. If the brokers 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. |
The fair value of certain investments in the separate accounts and limited partnerships are estimated using net asset value per share as a practical expedient, and are excluded from the fair value hierarchy levels in Note 5. These net asset values are based on the fair value of the underlying investments, less liabilities.
17
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
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 Companys 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 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 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. There were no transfers during the year.
The policies and procedures utilized to review, account for, and report on the value and level of the Companys 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.
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 Companys securities.
Derivative financial instruments
The Company enters into derivative transactions which include the use of interest rate swaps, interest rate swaptions, cross-currency swaps, foreign currency forwards, 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. Certain of the Companys over-the-counter (OTC) derivatives are cleared and settled through a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.
Derivatives are reported as other invested assets or other liabilities. Although some derivatives are executed under a master netting arrangement, the Company does not offset in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus the carrying value of those derivative instruments and the related cash collateral or net derivative receivables and payables executed with the same counterparty under the same master netting arrangement. Derivatives that qualify for hedge accounting treatment are valued using the valuation method (either amortized cost or fair value) consistent with the underlying hedged asset or liability. At inception of a derivative transaction, the hedge relationship and risk management objective is documented and the designation of the derivative is determined based on specific criteria of the transaction. Derivatives where hedge accounting is either not elected, or that are not eligible for hedge accounting, are stated at fair value with changes in fair value recognized in unassigned surplus in the period of change. Investment gains and losses generally result from the termination of derivative contracts prior to expiration and are generally recognized in net income and may be subject to IMR.
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 Companys guaranteed lifetime withdrawal benefit (GLWB) liability, (b) hedge the economic effect of a large increase in interest rates on the Companys 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 (d) convert floating rate assets or debt obligations to fixed rate assets or debt obligations for asset/liability management purposes.
18
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The Company controls the credit risk of its derivative contracts through credit approvals, limits, monitoring procedures and in many cases, requiring collateral. The Companys 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.
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.
The Company may purchase a financial instrument that contains a derivative embedded in the financial instrument. Contracts that do not in their entirety meet the definition of a derivative instrument, may contain embedded derivative instruments implicit or explicit terms that affect some or all of the cash flows or the value of other exchanges required by the contract in a manner similar to a derivative instrument. An embedded derivative instrument shall not be separated from the host contract and accounted for separately as a derivative instrument.
Goodwill
Goodwill, resulting from acquisitions of subsidiaries that are reported in common stock and other invested assets, is amortized to unrealized capital gains/(losses) over the period in which the Company benefits economically, not to exceed ten years. Goodwill resulting from assumption reinsurance is reported in goodwill and is amortized to other insurance expenses over the period in which the Company benefits economically, not to exceed ten years. Admissible goodwill is limited in the aggregate to 10% of the Companys adjusted capital and surplus. 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 impairment and recorded as a realized loss in the period in which the impairment is identified. There were no impairments of goodwill recognized during the years ended December 31, 2018 and 2017.
Cash value of company owned life insurance
The Company is the owner and beneficiary of life insurance policies which are included in Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus at their cash surrender values. At December 31, 2018, the investments underlying variable life insurance policies utilize various fund structures, with underlying investment characteristics of 8% equity and 92% fixed income.
Net investment income
Interest income from bonds is recognized when earned. Interest income on contract loans is recognized in net investment income at the contract interest rate when earned. All investment income due and accrued with amounts that are deemed uncollectible or that are over 90 days past due, including mortgage loans in default (in process of foreclosure), is not included in investment income. Amounts over 90 days past due are non-admitted assets and are recorded as a reduction to unassigned surplus. Real estate due and accrued income is excluded from net investment income if its collection is uncertain.
Net realized capital gains (losses)
Realized capital gains and losses are reported as a component of net income and are determined on a specific identification basis. Interest-related gains and losses are primarily subject to IMR, while non-interest related gains and losses are primarily subject to AVR. Realized capital gains and losses also result from the termination of derivative contracts prior to expiration and may be subject to IMR.
Policy reserves
Life insurance and annuity policy reserves with life contingencies are computed on the basis of statutory mortality and interest requirements and without consideration for withdrawals. Annuity contract reserves without life contingencies are computed on the basis of statutory interest requirements.
19
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Policy reserves for life insurance are valued in accordance with the provision of applicable statutory regulations. Life insurance reserves are determined principally using the Commissioners Reserve Valuation Method, using the statutory mortality and interest requirements, without consideration for withdrawals. Some policies contain a surrender value in excess of the reserve as legally computed. This excess is calculated and recorded on a policy-by-policy basis.
Premium stabilization reserves are calculated for certain policies to reflect the Companys estimate of experience refunds and interest accumulations on these policies. The reserves are invested by the Company. The income earned on these investments is accumulated in this reserve and is used to mitigate future premium rate increases for such policies.
Policy reserves ceded to other insurance companies are recorded as a reduction of the reserve liabilities. 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 include provisions for reported life and health claims in process of settlement, valued in accordance with the terms of the related policies and contracts, as well as provisions for claims incurred but not reported based primarily on prior experience of the Company. As such, amounts are estimates, and the ultimate liability may differ from the amount recorded. Any changes in estimates will be reflected in the results of operations when additional information becomes known.
The liabilities for health claim reserves are determined using historical run-out rates, expected loss ratios and statistical analysis. The Company provides for significant claim volatility in areas where experience has fluctuated. The liabilities represent estimates of the ultimate net cost of all reported and unreported claims which are unpaid at year-end. Those estimates are subject to considerable variability in claim severity and frequency. The estimates are continually reviewed and adjusted as necessary as experience develops or new information becomes known; such adjustments are included in current operations.
Premium, fee income and expenses
Life insurance premiums are recognized when due. Annuity considerations are recognized as revenue when received. Accident and health premiums are earned ratably over the terms of the related insurance and reinsurance contracts or policies. Life and accident and health insurance premiums received in advance are recorded as a liability and recognized as income when the premiums become 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 earned in fee income or other income. Expenses incurred in connection with acquiring new insurance business, including acquisition costs such as sales commissions, are charged to operations as incurred.
Income taxes
The Company is included in the consolidated federal income tax return of Lifeco U.S. The federal income tax expense reported in the Statutory Statements of Operations represent income taxes provided on income that is currently taxable, excluding tax on net realized capital gains and losses. A net deferred tax asset is included in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus which is 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 Companys statutory financial statements or tax returns. Deferred income tax assets are subject to limitations prescribed by statutory accounting principles. The change in deferred income taxes is treated as a component of the change in unassigned funds.
Changes in Accounting Principles
In 2009, the NAIC introduced Principle-Based Reserving (PBR) as a new method for calculating life insurance policy reserves. In cases where the PBR reserve is higher, it will replace the historic formulaic measure with one that more accurately reflects the risks of highly complex products. PBR is effective for 2017; however, companies are permitted to delay implementation until January 1, 2020. The Company will defer implementation for life and fixed annuity contracts until January 1, 2020 and is currently evaluating impact of adoption of PBR on its statutory financial statements.
In 2018, the Statutory Accounting Principles Working Group adopted, as final, a new SSAP No. 108, Derivatives Hedging Variable Annuity Guarantees, and a corresponding Issue Paper No. 159, Special Accounting for Limited Derivatives. The new
20
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
SSAP, which prescribes guidance for derivatives that hedge interest rate risk of variable annuity guarantees, was adopted with an effective date of January 1, 2020, with early adoption permitted as of January 1, 2019. The Company is currently evaluating impact of adoption of this elective guidance on its statutory financial statements.
In the normal course of business the Company enters into agreements with related parties whereby it provides and/or receives record-keeping services, investment advisory services, and tax-related services, as well as corporate support services which include general and administrative services, information technology services, sales and service support and marketing services. The following table presents revenue earned, expenses incurred and expense reimbursement from insurance and non-insurance related parties for services provided and/or received pursuant to the service agreements. These amounts, in accordance with the terms of the contracts, are based upon market price, estimated costs incurred or resources expended as determined by number of policies, certificates in-force, administered assets or other similar drivers.
Year Ended December 31, | Financial | |||||||||||||||||
Description | Related party | 2018 | 2017 | 2016 | statement line |
|||||||||||||
Provides corporate support service | Insurance affiliates: Great-West Life & Annuity Insurance Company of New York (GWL&A NY)(1), Great-West Life & Annuity Insurance Company of South Carolina (GWSC)(1),The Canada Life Assurance Company (CLAC)(2) and Great-West Life Assurance Company (Great-West Life)(2) |
$ | (15,522 | ) | $ | (14,610 | ) | $ | (14,895 | ) | |
Other insurance benefits and expenses |
| |||||
Non-insurance affiliates: FASCore, LLC (FASCore)(1), Advised Assets Group, LLC (AAG)(1), Great-West Capital Management, LLC (GWCM)(1), Great-West Trust Company, LLC (GWTC)(1), GWFS Equities, Inc. (GWFS)(1), Great-West Financial Retirement Plan Services (Great-West RPS)(1), Emjay, Inc.(1), MAM Holding Inc.(2) and Putnam(3) |
(142,424 | ) | (113,504 | ) | (102,698 | ) | ||||||||||||
Total | (157,946 | ) | (128,114 | ) | (117,593 | ) | ||||||||||||
Receives corporate support services | Insurance affiliates: CLAC( 1) and Great-West Life(1) |
1,711 | 1,966 | 1,999 | |
Other insurance |
| |||||||||||
Non-insurance affiliates: Putnam(2) and Great West Global(2) |
3,381 | 3,128 | 5,922 | |
benefits and expenses |
| ||||||||||||
Total | 5,092 | 5,094 | 7,921 | |||||||||||||||
Provides marketing, distribution and administrative services to certain underlying funds and/or mutual funds | Non-insurance affiliate: GWFS(1) |
198,976 | 202,880 | 203,288 | |
Other income |
| |||||||||||
Provides record-keeping services | Non-insurance affiliates: GWTC(1) |
38,200 | 30,517 | 21,110 | |
Other income |
| |||||||||||
Non-insurance related party: Great-West Funds(4) |
65,281 | 65,743 | 57,867 | |||||||||||||||
Total | 103,481 | 96,260 | 78,977 | |||||||||||||||
Receives record-keeping services | Insurance affiliate: GWL&A NY(1) |
(2,551 | ) | (2,423 | ) | (2,096 | ) | |
Other income |
| ||||||||
Non-insurance affiliates: FASCore(1)and GWTC(1) |
(342,803 | ) | (316,923 | ) | (291,945 | ) | ||||||||||||
Total | (345,354 | ) | (319,346 | ) | (294,041 | ) | ||||||||||||
Receives custodial services | Non-insurance affiliate: GWTC(1) |
(12,410 | ) | (11,854 | ) | (11,125 | ) | |
Other income |
| ||||||||
Receives reimbursement from tax sharing indemnification related to state and local tax liabilities | Non-insurance affiliate: Putnam(3) |
9,140 | 9,611 | 12,261 | |
Other income |
|
(1) A wholly-owned subsidiary of GWL&A
(2) An indirect wholly-owned subsidiary of Lifeco
(3) A wholly-owned subsidiary of Lifeco U.S.
21
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
(4) An open-end management investment company, a related party of GWL&A
The Companys separate accounts invest in shares of Great-West Funds, Inc. and Putnam Funds, which are affiliates of the Company and shares of other non-affiliated mutual funds and government and corporate bonds. The Companys 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, 2018, 2017 and 2016, these purchases totaled $169,857, $292,774 and $183,365 respectively. As the general account investment contracts are also included in the separate account balances in the accompanying statutory statements of admitted assets, liabilities, capital and surplus, the Company has included the separate account assets and liabilities of $284,278 and $335,311 at December 31, 2018 and 2017, respectively, which is also included in the assets and liabilities of the general account at those dates.
The following table summarizes amounts due from parent and affiliates:
December 31, | ||||||||||||
Related party | Indebtedness | Due date | 2018 | 2017 | ||||||||
GWFS(1) |
On account | On demand | $ | 34,394 | $ | 37,770 | ||||||
CLAC(2) |
On account | On demand | | 20,063 | ||||||||
GWTC(1) |
On account | On demand | 5,489 | 4,008 | ||||||||
GWCM(1) |
On account | On demand | 1,367 | 2,179 | ||||||||
AAG(1) |
On account | On demand | 3,088 | 994 | ||||||||
GWSC(1) |
On account | On demand | 1,418 | 878 | ||||||||
Putnam(3) |
On account | On demand | 4,027 | | ||||||||
Great-West RPS(1) |
On account | On demand | 324 | 595 | ||||||||
Other related party receivables |
On account | On demand | | 868 | ||||||||
|
|
|
|
|
| |||||||
Total |
$ | 50,107 | $ | 67,355 | ||||||||
|
|
|
|
|
| |||||||
(1) A wholly-owned subsidiary of GWL&A (2) An indirect wholly-owned subsidiary of Lifeco (3) A wholly-owned subsidiary of Lifeco U.S.
The following table summarizes amounts due to parent and affiliates: |
||||||||||||
December 31, | ||||||||||||
Related party | Indebtedness | Due date | 2018 | 2017 | ||||||||
FASCore(1) |
On account | On demand | $ | 35,385 | $ | 46,371 | ||||||
Putnam(3) |
On account | On demand | 770 | 3,432 | ||||||||
CLAC(2) |
On account | On demand | 4,032 | | ||||||||
Other related party payables |
On account | On demand | 1,548 | 2,278 | ||||||||
|
|
|
|
|
| |||||||
Total |
$ | 41,735 | $ | 52,081 | ||||||||
|
|
|
|
|
|
(1) A wholly-owned subsidiary of GWL&A
(2) An indirect wholly-owned subsidiary of Lifeco
(3) A wholly-owned subsidiary of Lifeco U.S.
Included in current federal income taxes recoverable at December 31, 2018 and 2017 is $72,188 and $17,456, respectively, of income tax receivable from Lifeco U.S. related to the consolidated income tax return filed by Lifeco U.S.
The Company (paid) received cash payments of $(42,577) and $171 from its subsidiary, GWSC, in 2018 and 2017, respectively, for the utilization of GWSCs operating loss carryforward amounts under the terms of its tax sharing agreement. Additionally, during the years ended December 31, 2018, 2017 and 2016, the Company received interest income of $2,527, $3,044 and $2,733, respectively, from GWSC relating to the tax sharing agreement.
During the year ended December 31, 2018, the Company received dividends and return of capital of $106,000 and $680, respectively, from its subsidiaries, the largest being $42,000 from AAG. During the year ended December 31, 2017, the Company received dividends and return of capital of $82,500 and $1,150, respectively, from its subsidiaries, the largest being $35,000 from FASCore.
22
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
During the years ended December 31, 2018 and 2017, the Company paid cash dividends to GWL&A Financial in the amounts of $152,295 and $145,301, respectively.
The Company and GWL&A NY have an agreement whereby the Company has committed to provide GWL&A NY financial support related to the maintenance of adequate regulatory surplus and liquidity.
Investments in bonds consist of the following:
December 31, 2018 | ||||||||||||||||
Book/adjusted carrying value |
Gross unrealized gains |
Gross unrealized losses |
Fair value | |||||||||||||
U.S. government |
$ | 6,306 | $ | 926 | $ | 22 | $ | 7,210 | ||||||||
U.S. states, territories and possessions |
1,025,470 | 91,508 | 672 | 1,116,306 | ||||||||||||
Political subdivisions of states and territories |
842,211 | 63,945 | 2,034 | 904,122 | ||||||||||||
Special revenue and special assessments |
687 | 4 | | 691 | ||||||||||||
Industrial and miscellaneous |
12,849,382 | 237,900 | 321,254 | 12,766,028 | ||||||||||||
Parent, subsidiaries and affiliates |
15,102 | | | 15,102 | ||||||||||||
Hybrid securities |
234,411 | 77 | 31,209 | 203,279 | ||||||||||||
Loan-backed and structured securities |
5,680,549 | 91,517 | 96,761 | 5,675,305 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total bonds |
$ | 20,654,118 | $ | 485,877 | $ | 451,952 | $ | 20,688,043 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
December 31, 2017 | ||||||||||||||||
Book/adjusted carrying value |
Gross unrealized gains |
Gross unrealized losses |
Fair value | |||||||||||||
U.S. government |
$ | 11,547 | $ | 1,603 | $ | 12 | $ | 13,138 | ||||||||
U.S. states, territories and possessions |
1,054,936 | 130,027 | 123 | 1,184,840 | ||||||||||||
Political subdivisions of states and territories |
949,988 | 89,898 | 1,486 | 1,038,400 | ||||||||||||
Special revenue and special assessments |
1,993 | 62 | | 2,055 | ||||||||||||
Industrial and miscellaneous |
12,536,852 | 537,262 | 60,617 | 13,013,497 | ||||||||||||
Parent, subsidiaries and affiliates |
19,912 | | | 19,912 | ||||||||||||
Hybrid securities |
236,060 | 6,354 | 8,213 | 234,201 | ||||||||||||
Loan-backed and structured securities |
5,133,574 | 168,214 | 30,288 | 5,271,500 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total bonds |
$ | 19,944,862 | $ | 933,420 | $ | 100,739 | $ | 20,777,543 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The book/adjusted carrying value and estimated fair value of bonds and assets receiving bond treatment, 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, 2018 | ||||||||
Book/adjusted carrying value |
Fair value | |||||||
Due in one year or less |
$ | 767,254 | $ | 777,131 | ||||
Due after one year through five years |
3,834,629 | 3,863,897 | ||||||
Due after five years through ten years |
6,883,504 | 6,803,249 | ||||||
Due after ten years |
3,527,628 | 3,607,680 | ||||||
Loan-backed and structured securities |
5,670,623 | 5,665,599 | ||||||
|
|
|
|
|
| |||
Total bonds |
$ | 20,683,638 | $ | 20,717,556 | ||||
|
|
|
|
|
|
Loan-backed and structured securities include those issued by U.S. government and U.S. agencies.
23
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The following table summarizes information regarding the sales of securities:
Years ended December 31, | ||||||||||||
2018 | 2017 2016 | |||||||||||
Proceeds from sales |
$ | 12,788,008 | $ | 17,492,392 | $ | 23,931,241 | ||||||
Gross realized gains from sales |
32,672 | 34,506 | 80,975 | |||||||||
Gross realized losses from sales |
30,960 | 56,354 | 34,646 |
Unrealized losses on bonds
The following tables summarize gross unrealized investment losses including the non-credit-related portion of OTTI losses, by class of investment:
December 31, 2018 | ||||||||||||||||||||||||
Less than twelve months | Twelve months or longer | Total | ||||||||||||||||||||||
Bonds: | Fair value | Unrealized loss and OTTI |
Fair value | Unrealized loss and OTTI |
Fair value | Unrealized loss and OTTI | ||||||||||||||||||
U.S. government | $ | 116 | $ | 4 | $ | 818 | $ | 19 | $ | 934 | $ | 23 | ||||||||||||
U.S. states, territories and possessions | 42,429 | 360 | 11,365 | 312 | 53,794 | 672 | ||||||||||||||||||
Political subdivisions of states and territories | 103,774 | 1,115 | 28,604 | 919 | 132,378 | 2,034 | ||||||||||||||||||
Industrial and miscellaneous | 6,334,837 | 235,993 | 2,763,614 | 201,312 | 9,098,451 | 437,305 | ||||||||||||||||||
Hybrid securities | 104,167 | 13,710 | 88,517 | 17,498 | 192,684 | 31,208 | ||||||||||||||||||
Loan-backed and structured securities | 2,462,938 | 46,794 | 1,568,844 | 53,417 | 4,031,782 | 100,211 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total bonds |
$ | 9,048,261 | $ | 297,976 | $ | 4,461,762 | $ | 273,477 | $ | 13,510,023 | $ | 571,453 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total number of securities in an unrealized loss position | 815 | 475 | 1,290 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||
December 31, 2017 | ||||||||||||||||||||||||
Less than twelve months | Twelve months or longer | Total | ||||||||||||||||||||||
Bonds: | Fair value | Unrealized loss and OTTI |
Fair value | Unrealized loss and OTTI |
Fair value | Unrealized loss and OTTI | ||||||||||||||||||
U.S. government | $ | 860 | $ | 12 | $ | | $ | | $ | 860 | $ | 12 | ||||||||||||
U.S. states, territories and possessions | 11,794 | 125 | | | 11,794 | 125 | ||||||||||||||||||
Political subdivisions of states and territories | 13,114 | 56 | 43,949 | 1,430 | 57,063 | 1,486 | ||||||||||||||||||
Industrial and miscellaneous | 1,911,630 | 17,016 | 1,708,202 | 74,659 | 3,619,832 | 91,675 | ||||||||||||||||||
Hybrid securities | | | 106,351 | 8,214 | 106,351 | 8,214 | ||||||||||||||||||
Loan-backed and structured securities | 1,530,747 | 12,379 | 694,016 | 19,586 | 2,224,763 | 31,965 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total bonds |
$ | 3,468,145 | $ | 29,588 | $ | 2,552,518 | $ | 103,889 | $ | 6,020,663 | $ | 133,477 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total number of securities in an unrealized loss position | 328 | 257 | 585 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Bonds - Total unrealized losses and OTTI increased by $437,983, or 328%, from December 31, 2017 to December 31, 2018. The increase in unrealized losses was across all asset classes and reflects higher interest rates at December 31, 2018 compared to December 31, 2017, resulting in lower valuations of these bonds.
Total unrealized losses greater than twelve months increased by $169,588 from December 31, 2017 to December 31, 2018. Industrial and miscellaneous account for 74%, or $201,312, of the unrealized losses and OTTI greater than twelve months at December 31, 2018. The majority of these bonds continue to be designated as investment grade. Management does not have the intent to sell these assets; therefore, an OTTI was not recognized in net income.
24
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Loan-backed and structured securities account for 20%, or $53,417, of the unrealized losses and OTTI greater than twelve months at December 31, 2018. Of the $53,417 of unrealized losses and OTTI over twelve months on loan-backed and structured securities, 99% or $52,708 are on securities which continue to be designated as investment grade. The present value of cash flows expected to be collected is not less than amortized cost and management does not have the intent to sell these assets; therefore, an OTTI was not recognized in net income.
Loan-backed and structured securities
The Company had a concentration in loan-backed and structured securities of 19% and 18% of total invested assets at December 31, 2018 and 2017, respectively.
Derivative financial instruments
Derivative transactions are generally entered into pursuant to International Swaps and Derivatives Association (ISDA) Master Agreements with approved counterparties that provide for a single net payment to be made by one party to the other on a daily basis, periodic payment dates, or at the due date, expiration, or termination of the agreement.
The ISDA Master Agreements contain provisions that would allow the counterparties to require immediate settlement of all derivative instruments in a net liability position if the Company were to default on any debt obligations over a certain threshold. The aggregate fair value, inclusive of accrued income and expense, of derivative instruments with credit-risk-related contingent features that were in a net liability position was $36,177 and $106,038 as of December 31, 2018 and 2017, respectively. The Company had pledged collateral related to these derivatives of $0 and $42,750 as of December 31, 2018 and 2017, respectively, in the normal course of business. If the credit-risk-related contingent features were triggered on December 31, 2018 the fair value of assets that could be required to settle the derivatives in a net liability position was $36,177.
At December 31, 2018 and 2017, the Company had pledged $30,220 and $42,750, respectively, of unrestricted cash collateral to counterparties in the normal course of business, while other counterparties had pledged $71,280 and $14,332 of unrestricted cash collateral to the Company to satisfy collateral netting arrangements, respectively.
At December 31, 2018 and 2017, the Company had pledged U.S. Treasury bills in the amount of $8,197 and $3,215, respectively, with a broker as collateral for futures contracts.
Types of derivative instruments and derivative strategies
Interest rate contracts
Cash flow hedges
Interest rate swap agreements are used to convert the interest rate on certain debt securities and debt obligations from a floating rate to a fixed rate.
Not designated as hedging instruments
The Company enters into certain transactions in which derivatives are hedging an economic risk but hedge accounting is either not elected or the transactions are not eligible for hedge accounting. These derivative instruments include: exchange-traded interest rate swap futures, OTC interest rate swaptions, OTC interest rate swaps, exchange-traded Eurodollar interest rate futures and treasury interest rate futures. Certain of the Companys OTC derivatives are cleared and settled through a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.
The derivative instruments mentioned above are economic hedges and used to manage risk. These transactions are used to offset changes in liabilities including those in variable annuity products, hedge the economic effect of a large increase in interest rates, manage the potential variability in future interest payments due to a change in credited interest rates and the related change in cash flows due to increased surrenders, and manage interest rate risks of forecasted acquisitions of bonds and forecasted liability pricing.
25
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Foreign currency contracts
Cross-currency swaps and foreign currency forwards are used to manage the foreign currency exchange rate risk associated with investments denominated in other than U.S. dollars. The Company uses cross-currency swaps to convert interest and principal payments on foreign denominated debt instruments into U.S. dollars. Cross-currency swaps may be designated as cash flow hedges; however, some are not eligible for hedge accounting. The Company uses foreign currency forwards to reduce the risk of foreign currency exchange rate changes on proceeds received on sales of foreign denominated debt instruments; however, hedge accounting is not elected.
Equity contracts
The Company uses futures on equity indices to offset changes in GLWB liabilities; however, they are not eligible for hedge accounting.
The following tables summarize derivative financial instruments:
December 31, 2018 | ||||||||||||
Notional amount |
Net book/adjusted carrying value (1) |
Fair value (2) | ||||||||||
Hedge designation/derivative type: | ||||||||||||
Derivatives designated as hedges: |
||||||||||||
Cash flow hedges: |
||||||||||||
Interest rate swaps |
$ | 22,300 | $ | | $ | 6,248 | ||||||
Cross-currency swaps |
886,018 | 55,808 | 39,109 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total derivatives designated as hedges | 908,318 | 55,808 | 45,357 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Derivatives not designated as hedges: | ||||||||||||
Interest rate swaps |
636,500 | (13,645 | ) | (12,775 | ) | |||||||
Futures on equity indices |
137,829 | 5,920 | (786 | ) | ||||||||
Interest rate futures |
53,000 | 2,276 | 37 | |||||||||
Interest rate swaptions |
194,330 | 173 | 173 | |||||||||
Cross-currency swaps |
573,703 | 26,208 | 24,945 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total derivatives not designated as hedges | 1,595,362 | 20,932 | 11,594 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total cash flow hedges, and derivatives not designated as hedges | $ | 2,503,680 | $ | 76,740 | $ | 56,951 | ||||||
|
|
|
|
|
|
|
|
|
(1) The book/adjusted carrying value excludes accrued income and expense. The book/adjusted carrying value of all derivatives in an asset position is reported within other invested assets and the book/adjusted carrying value of all derivatives in a liability position is reported within other liabilities in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.
(2) The fair value includes accrued income and expense.
26
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
December 31, 2017 | ||||||||||||
Notional amount |
Net book/adjusted carrying value |
Fair value | ||||||||||
Hedge designation/derivative type: | ||||||||||||
Derivatives designated as hedges: |
||||||||||||
Cash flow hedges: |
||||||||||||
Interest rate swaps |
$ | 388,800 | $ | | $ | 28,725 | ||||||
Cross-currency swaps |
800,060 | 4,710 | (31,358) | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total cash flow hedges |
1,188,860 | 4,710 | (2,633) | |||||||||
|
|
|
|
|
|
|
|
| ||||
Derivatives not designated as hedges: | ||||||||||||
Interest rate swaps |
519,100 | (3,911) | (3,911) | |||||||||
Futures on equity indices |
22,074 | 857 | 77 | |||||||||
Interest rate futures |
60,700 | 2,358 | (5) | |||||||||
Interest rate swaptions |
164,522 | 75 | 75 | |||||||||
Cross-currency swaps |
612,733 | (21,279) | (21,279) | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total derivatives not designated as hedges | 1,379,129 | (21,900) | (25,043) | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total cash flow hedges and derivatives not designated as hedges | $ | 2,567,989 | $ | (17,190) | $ | (27,676) | ||||||
|
|
|
|
|
|
|
|
|
The following table presents net unrealized gains/(losses) on derivatives not designated as hedging instruments as reported in the Statutory Statements of Changes in Capital and Surplus:
Net unrealized gain (loss) on derivatives recognized in surplus |
||||||||||||
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||
Interest rate swaps |
$ | (8,039) | $ | 130 | $ | (4,901) | ||||||
Interest rate swaptions |
198 | (54) | 196 | |||||||||
Futures on equity indices |
297 | (363) | 531 | |||||||||
Interest rate futures |
159 | 48 | (37) | |||||||||
Cross-currency swaps |
32,525 | (39,021) | 44,541 | |||||||||
|
|
|
|
|
|
| ||||||
Total | $ | 25,140 | $ | (39,260) | $ | 40,330 | ||||||
|
|
|
|
|
|
|
Securities Lending
Securities classified as industrial and miscellaneous with a cost or amortized cost of $47,218 and estimated fair values of $43,425 were on loan under the program at December 31, 2018. There were no securities on loan at December 31, 2017. The Company received cash of $45,102 as collateral at December 31, 2018.
The Companys securities lending agreements are open agreements meaning the borrower can return and the Company can recall the loaned securities at any time.
The cash collateral received of $45,102 was reinvested into short-term repurchase agreements which are collateralized by U.S. government or U.S. government agency securities and mature in under 30 days.
27
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Dollar Repurchase Agreements
Dollar repurchase agreements with a book/adjusted carrying value of $688,765 at December 31, 2018, was included with bonds in the Statutory Statement of Admitted Assets, Liabilities, Capital and Surplus. At December 31, 2018, the obligation of $664,650 to repurchase the agreements at a later date was recorded in repurchase agreements liabilities. The following table summarizes the securities underlying the dollar repurchase agreements at December 31, 2018:
December 31, 2018 | ||||||||||||
Issuer |
Book/adjusted carrying value |
Fair value | Maturity | |||||||||
FHLMC |
$ | 66,283 | $ | 64,754 | 1/1/2034 | |||||||
FHLMC |
482,628 | 471,162 | 1/1/2049 | |||||||||
FNMA |
35,506 | 34,925 | 1/1/2034 | |||||||||
FNMA |
104,348 | 101,971 | 1/1/2049 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 688,765 | $ | 672,812 | ||||||||
|
|
|
|
|
|
There were no dollar repurchase agreements open at December 31, 2017.
The cash collateral of $664,791 related to the dollar repurchase agreement program at December 31, 2018 was primarily reinvested into investment grade corporate securities with a book/adjusted carrying value of $664,791 and fair value of $657,553, with maturities greater than 3 years.
Reverse Repurchase Agreements
The Company had short-term reverse repurchase agreements with book/adjusted carrying values of $11,200 and $23,200 at December 31, 2018 and December 31, 2017, respectively, with maturities of 2 days to 1 week. The fair value of securities acquired under the tri-party agreement and held on the Companys behalf was $11,424 and $23,664 at December 31, 2018 and December 31, 2017, respectively.
28
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Restricted Assets
The following tables summarize collateral pledged by the Company and investments on deposit or in trust accounts controlled by various state insurance departments in accordance with statutory requirements:
December 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||
Gross (Admitted & Non-admitted) Restricted | Percentage | |||||||||||||||||||||||||||||||||||||||||||
Total General Account (G/A) |
G/A Supporting S/A Activity |
Total Separate Account (S/A) Restricted Assets |
S/A Assets Supporting G/A Activity |
Total | Total From Prior Year |
Increase/ (Decrease) |
Total Non- admitted Restricted |
Total Admitted Restricted |
Gross (Admitted & Non- admitted) Restricted to Total Assets |
Admitted Restricted to Total Admitted Assets | ||||||||||||||||||||||||||||||||||
Restricted Asset Category: | ||||||||||||||||||||||||||||||||||||||||||||
Collateral held under security lending arrangements | $ | 45,102 | $ | | $ | | $ | | $ | 45,102 | $ | | $ | 45,102 | $ | | $ | 45,102 | 0.08% | 0.08% | ||||||||||||||||||||||||
Subject to repurchase agreements | | | | | | | | | | 0.00% | 0.00% | |||||||||||||||||||||||||||||||||
Subject to reverse repurchase agreements | 11,200 | | | | 11,200 | 23,200 | (12,000 | ) | | 11,200 | 0.02% | 0.02% | ||||||||||||||||||||||||||||||||
Subject to dollar repurchase agreements |
688,765 | | | | 688,765 | | 688,765 | | 688,765 | 1.23% | 1.23% | |||||||||||||||||||||||||||||||||
On deposit with states | 4,443 | | | | 4,443 | 4,351 | 92 | | 4,443 | 0.01% | 0.01% | |||||||||||||||||||||||||||||||||
On deposit with other regulatory bodies | 603 | | | | 603 | 627 | (24 | ) | | 603 | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||
Pledged as collateral not captured in other categories: | ||||||||||||||||||||||||||||||||||||||||||||
Futures margin deposits |
8,197 | | | | 8,197 | 3,388 | 4,809 | | 8,197 | 0.02% | 0.02% | |||||||||||||||||||||||||||||||||
Other collateral |
5,320 | | | | 5,320 | | 5,320 | | 5,320 | 0.01% | 0.01% | |||||||||||||||||||||||||||||||||
Derivative cash collateral |
30,220 | | | | 30,220 | 42,751 | (12,531 | ) | | 30,220 | 0.05% | 0.05% | ||||||||||||||||||||||||||||||||
Other restricted assets | 1,259 | | | | 1,259 | 228 | 1,031 | | 1,259 | 0.00% | 0.00% | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total Restricted Assets | $ | 795,109 | $ | | $ | | $ | | $ | 795,109 | $ | 74,545 | $ | 720,564 | $ | | $ | 795,109 | 1.42% | 1.43% | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
December 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||
Gross (Admitted & Non-admitted) Restricted | Percentage | |||||||||||||||||||||||||||||||||||||||||||
Total General Account (G/A) |
G/A Supporting S/A Activity |
Total Separate Account (S/A) Restricted Assets |
S/A Assets Supporting G/A Activity |
Total | Total From Prior Year |
Increase/ (Decrease) |
Total Non- admitted Restricted |
Total Admitted Restricted |
Gross (Admitted & Non- admitted) Restricted to Total Assets |
Admitted Restricted to Total Admitted Assets | ||||||||||||||||||||||||||||||||||
Restricted Asset Category: | ||||||||||||||||||||||||||||||||||||||||||||
Subject to reverse repurchase agreements | $ | 23,200 | $ | | $ | | $ | | $ | 23,200 | $ | | $ | 23,200 | $ | | $ | 23,200 | 0.000% | 0.000% | ||||||||||||||||||||||||
On deposit with states | 4,351 | | | | 4,351 | 4,350 | 1 | | 4,351 | 0.000% | 0.000% | |||||||||||||||||||||||||||||||||
On deposit with other regulatory bodies | 627 | | | | 627 | 513 | 114 | | 627 | 0.000% | 0.000% | |||||||||||||||||||||||||||||||||
Other restricted assets | 228 | | | | 228 | 581 | (353 | ) | | 228 | 0.000% | 0.000% | ||||||||||||||||||||||||||||||||
Pledged as collateral not captured in other categories: | ||||||||||||||||||||||||||||||||||||||||||||
Futures margin deposits |
3,215 | | 173 | | 3,388 | 3,570 | (182 | ) | | 3,388 | 0.000% | 0.000% | ||||||||||||||||||||||||||||||||
Derivative cash collateral |
42,750 | | 1 | | 42,751 | | 42,751 | | 42,751 | 0.000% | 0.000% | |||||||||||||||||||||||||||||||||
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total Restricted Assets | $ | 74,371 | $ | | $ | 174 | $ | | $ | 74,545 | $ | 9,014 | $ | 65,531 | $ | | $ | 74,545 | 0.000% | 0.000% | ||||||||||||||||||||||||
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|
29
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Net Investment Income
The following table summarizes net investment income:
Years Ended December 31, | ||||||||||||
2018 | 2017 2016 | |||||||||||
Bonds | $ | 822,645 | $ | 817,282 | $ | 787,272 | ||||||
Common stock | 221 | 425 | 633 | |||||||||
Mortgage loans | 169,415 | 164,055 | 151,505 | |||||||||
Real estate | 26,557 | 25,979 | 25,401 | |||||||||
Contract loans | 199,507 | 198,672 | 198,846 | |||||||||
Cash, cash equivalents and short-term investments | 4,749 | 6,556 | 7,030 | |||||||||
Derivative instruments | 16,308 | 16,216 | 10,029 | |||||||||
Other invested assets | 125,821 | 100,134 | 116,701 | |||||||||
Miscellaneous | 1,896 | 4,552 | 1,761 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Gross investment income |
1,367,119 | 1,333,871 | 1,299,178 | |||||||||
Expenses | (59,732 | ) | (66,908 | ) | (63,337 | ) | ||||||
|
|
|
|
|
|
|
|
| ||||
Net investment income | $ | 1,307,387 | $ | 1,266,963 | $ | 1,235,841 | ||||||
|
|
|
|
|
|
|
|
|
The amount of interest incurred and charged to investment expense during the years ended December 31, 2018, 2017 and 2016 was $22,070, $29,278 and $31,042, respectively.
The following table summarizes net realized capital gains (losses) on investments net of federal income tax and interest maintenance reserve transfer:
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
Net realized capital gains (losses), before federal income tax | $ | 4,905 | $ | (19,270) | $ | 46,048 | ||||||
Less: Federal income tax |
1,030 | (6,745) | 16,117 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Net realized capital gains (losses), before IMR transfer | 3,875 | (12,525) | 29,931 | |||||||||
Net realized capital gains (losses) transferred to IMR, net of federal income tax of ($1,781), ($7,032) and $16,707, respectively |
(6,701) | (13,060) | 31,027 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Net realized capital gains (losses), net of federal income tax expense (benefit) of $2,811, $287 and ($590), respectively, and IMR transfer | $ | 10,576 | $ | 535 | $ | (1,096) | ||||||
|
|
|
|
|
|
|
|
|
Concentrations
The Company had the following bond concentrations based on total invested assets:
Concentration by type | ||||
December 31, | ||||
2018 | 2017 | |||
Industrial and miscellaneous | 56% | 56% | ||
Concentration by industry | ||||
December 31, | ||||
2018 | 2017 | |||
Financial services | 14% | 13% | ||
Utilities | 8% | 10% |
30
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Mortgage Loans
The recorded investment of the commercial mortgage loan portfolio categorized as performing was $4,207,611 and $3,872,084 as of December 31, 2018 and 2017, respectively. These mortgages were current as of December 31, 2018 and 2017.
The maximum lending rates for commercial mortgage loans originated during the years ended December 31, 2018 and 2017 were 4.61% and 4.23%, respectively. The minimum lending rates for commercial mortgage loans originated during the years ended December 31, 2018 and 2017 were 3.51% and 3.17%, respectively.
During 2018 and 2017, the maximum percentage of any one loan to the value of security at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages, was 69% and 69%, respectively.
The following table summarizes activity in the commercial mortgage provision allowance for the years ended December 31, 2018 and 2017:
Year ended December 31, | ||||||||
2018 | 2017 | |||||||
Beginning balance |
$ | 745 | $ | 2,713 | ||||
Additions charged to operations |
| 157 | ||||||
Direct write-downs charged against the allowances |
| (600 | ) | |||||
Recoveries of amounts previously charged off |
| (1,525 | ) | |||||
|
|
|
|
|
| |||
Ending balance |
$ | 745 | $ | 745 | ||||
|
|
|
|
|
|
The following tables present concentrations of the total commercial mortgage portfolio:
Concentration by type | ||||
December 31, | ||||
2018 | 2017 | |||
Multi-family |
37% | 39% | ||
Industrial |
29% | 25% | ||
Office |
17% | 17% | ||
Retail |
10% | 11% | ||
Other |
7% | 8% | ||
|
| |||
100% | 100% | |||
|
| |||
Concentration by geographic area | ||||
December 31, | ||||
2018 | 2017 | |||
Pacific |
35% | 36% | ||
East North Central |
18% | 16% | ||
South Atlantic |
14% | 13% | ||
Middle Atlantic |
10% | 11% | ||
Mountain |
9% | 10% | ||
Other |
8% | 8% | ||
West South Central |
6% | 6% | ||
|
| |||
100% | 100% | |||
|
|
31
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Troubled Debt Restructuring
After being impaired in 2016, a security classified as industrial and miscellaneous was subject to a troubled debt restructuring in August 2017, under which the original security with a recorded investment, after impairments, of $11,710 was extinguished in exchange for new assets. Cash, equities, receivable and debt in the amounts of $1,887, $6,591, $164 and $3,068, respectively, were acquired in full satisfaction of the original debt. The new debt has extended the maturity date from December 30, 2017 to August 1, 2022 and the interest rate increased from 7% to 8%. Upon consummation of the troubled debt restructuring, a total realized capital loss of $7,789 was recorded in the Net realized capital gains (losses) less capital gains tax and transfers to interest maintenance reserve line on the Statutory Statements of Operations. There were no payment defaults recognized on previously restructured investments.
The following tables summarize the fair value hierarchy for all financial instruments and invested assets:
Fair Value Measurements at Reporting Date | ||||||||||||||||||||||||||||
Type of financial instrument | December 31, 2018 | |||||||||||||||||||||||||||
Assets: |
Aggregate fair value |
Admitted assets and liabilities |
(Level 1) | (Level 2) | (Level 3) | Net Asset Value (NAV) |
Total (All Levels) | |||||||||||||||||||||
Bonds |
$ | 20,688,043 | $ | 20,654,118 | $ | | $ | 20,666,851 | $ | 21,192 | $ | | $ | 20,688,043 | ||||||||||||||
Common stock |
35,635 | 35,635 | 35,635 | | | | 35,635 | |||||||||||||||||||||
Mortgage loans |
4,176,880 | 4,206,865 | | 4,176,880 | | | 4,176,880 | |||||||||||||||||||||
Real estate |
137,700 | 38,962 | | | 137,700 | | 137,700 | |||||||||||||||||||||
Cash, cash equivalents and short-term investments |
228,997 | 229,003 | 188,283 | 40,714 | | | 228,997 | |||||||||||||||||||||
Contract loans |
4,122,637 | 4,122,637 | | 4,122,637 | | | 4,122,637 | |||||||||||||||||||||
Other long-term invested assets |
392,232 | 338,837 | | 319,299 | 31 | 72,902 | 392,232 | |||||||||||||||||||||
Securities lending collateral assets |
45,102 | 45,102 | | 45,102 | | | 45,102 | |||||||||||||||||||||
Collateral under derivative counterparty collateral agreements |
101,561 | 101,561 | 101,561 | | | | 101,561 | |||||||||||||||||||||
Other collateral |
9,315 | 9,315 | 9,315 | | | | 9,315 | |||||||||||||||||||||
Receivable for securities |
9,654 | 9,654 | | 9,654 | | | 9,654 | |||||||||||||||||||||
Derivative instruments |
114,612 | 115,922 | 66 | 114,546 | | | 114,612 | |||||||||||||||||||||
Separate account assets |
24,639,265 | 24,654,916 | 13,236,266 | 10,975,973 | | 427,026 | 24,639,265 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total assets |
$ | 54,701,633 | $ | 54,562,527 | $ | 13,571,126 | $ | 40,471,656 | $ | 158,923 | $ | 499,928 | $ | 54,701,633 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Liabilities: |
||||||||||||||||||||||||||||
Deposit-type contracts |
$ | 196,778 | $ | 189,895 | $ | | $ | 196,778 | $ | | $ | | $ | 196,778 | ||||||||||||||
Commercial paper |
98,859 | 98,859 | | 98,859 | | | 98,859 | |||||||||||||||||||||
Payable under securities lending agreements |
45,102 | 45,102 | | 45,102 | | | 45,102 | |||||||||||||||||||||
Collateral under derivative counterparty collateral agreements |
71,280 | 71,280 | 71,280 | | | | 71,280 | |||||||||||||||||||||
Other collateral |
3,995 | 3,995 | 3,995 | | | | 3,995 | |||||||||||||||||||||
Payable for securities |
11,096 | 11,096 | | 11,096 | | | 11,096 | |||||||||||||||||||||
Derivative instruments |
57,660 | 47,378 | 814 | 56,846 | | | 57,660 | |||||||||||||||||||||
Dollar repurchase agreements |
664,650 | 664,650 | | 664,650 | | | 664,650 | |||||||||||||||||||||
Separate account liabilities |
251,806 | 251,806 | 44 | 251,762 | | | 251,806 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total liabilities |
$ | 1,401,226 | $ | 1,384,061 | $ | 76,133 | $ | 1,325,093 | $ | | $ | | $ | 1,401,226 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Fair Value Measurements at Reporting Date | ||||||||||||||||||||||||
Type of financial instrument | December 31, 2017 | |||||||||||||||||||||||
Assets: |
Aggregate fair value |
Admitted assets and liabilities |
(Level 1) | (Level 2) | (Level 3) | Total (All Levels) | ||||||||||||||||||
Bonds |
$ | 20,777,543 | $ | 19,944,862 | $ | | $ | 20,750,605 | $ | 26,938 | $ | 20,777,543 | ||||||||||||
Mortgage loans |
3,858,883 | 3,871,338 | | 3,858,883 | | 3,858,883 | ||||||||||||||||||
Real estate |
137,526 | 37,768 | | | 137,526 | 137,526 | ||||||||||||||||||
Cash, cash equivalents and short-term investments |
242,084 | 242,084 | 198,869 | 43,215 | | 242,084 | ||||||||||||||||||
Contract loans |
4,078,669 | 4,078,669 | | 4,078,669 | | 4,078,669 | ||||||||||||||||||
Other long-term invested assets |
412,019 | 325,181 | | 363,198 | 48,821 | 412,019 | ||||||||||||||||||
Collateral under derivative counterparty collateral agreements |
57,420 | 57,420 | 57,420 | | | 57,420 | ||||||||||||||||||
Receivable for securities |
23,760 | 23,135 | | 23,760 | | 23,760 | ||||||||||||||||||
Derivative instruments |
78,431 | 68,439 | 98 | 78,333 | | 78,431 | ||||||||||||||||||
Separate account assets |
28,222,102 | 28,197,126 | 16,058,519 | 12,163,583 | | 28,222,102 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total assets |
$ | 57,888,437 | $ | 56,846,022 | $ | 16,314,906 | $ | 41,360,246 | $ | 213,285 | $ | 57,888,437 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Liabilities: |
||||||||||||||||||||||||
Deposit-type contracts |
$ | 219,909 | $ | 206,134 | $ | | $ | 219,909 | $ | | $ | 219,909 | ||||||||||||
Commercial paper |
99,886 | 99,886 | | 99,886 | | 99,886 | ||||||||||||||||||
Collateral under derivative counterparty collateral agreements |
14,332 | 14,332 | 14,332 | | | 14,332 | ||||||||||||||||||
Payable for securities |
2,364 | 2,364 | | 2,364 | | 2,364 | ||||||||||||||||||
Derivative instruments |
106,106 | 88,843 | 26 | 106,080 | | 106,106 | ||||||||||||||||||
Separate account liabilities |
409,275 | 409,275 | 9 | 409,266 | | 409,275 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total liabilities |
$ | 851,872 | $ | 820,834 | $ | 14,367 | $ | 837,505 | $ | | $ | 851,872 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds and common stock
The fair values for bonds and common stock are generally based upon evaluated prices from independent pricing services. In cases where these prices are not readily available, fair values are estimated by the Company. To determine estimated fair value for these instruments, the Company generally utilizes discounted cash flow models with market observable pricing inputs such as spreads, average life, and credit quality. Fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty.
Mortgage loans
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 mortgages 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.
Real estate
The estimated fair value for real estate is based on the unadjusted appraised value which includes factors such as comparable property sales, property income analysis, and capitalization rates.
33
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Cash, cash equivalents, short-term investments, collateral receivable and payable under securities lending agreements, receivable and payable for securities, dollar repurchase agreements and commercial paper
The amortized cost of cash, cash equivalents, short-term investments, collateral receivable and payable under securities lending agreements, receivable and payable for securities, dollar repurchase agreements and commercial paper is a reasonable estimate of fair value due to their short-term nature and the high credit quality of the issuers, counterparties and obligor. Cash equivalent investments also include money market funds that are valued using unadjusted quoted prices in active markets.
Contract loans
The Company believes the fair value of contract loans approximates book value. Contract loans are funds provided to contract holders in return for a claim on the contract. The funds provided are limited to the cash surrender value of the underlying contract. The nature of contract loans is to have a negligible default risk as the loans are fully collateralized by the value of the contract. Contract loans do not have a stated maturity and the balances and accrued interest are repaid either by the contractholder or with proceeds from the contract. Due to the collateralized nature of contract loans and unpredictable timing of repayments, the Company believes the fair value of contract loans approximates carrying value.
Other long-term invested assets
The fair values of other long-term invested assets are based on the specific asset type. Other invested assets that are held as bonds, such as surplus notes, are primarily valued the same as bonds. For low-income housing tax credits, amortized cost approximates fair value.
Limited partnership interests represent the Companys minority ownership interests in pooled investment funds. These funds employ varying investment strategies that primarily make private equity investments across diverse industries and geographical focuses. The net asset value, determined using the partnership financial statement reported capital account adjusted for other relevant information, which may impact the exit value of the investments, is used as a practical expedient to estimate fair value. Distributions by these investments are generated from investment gains, from operating income generated by the underlying investments of the funds and from liquidation of the underlying assets of the funds, which are estimated to be liquidated over the next one to 10 years. In the absence of permitted sales of its ownership interest, the Company will be redeemed out of the partnership interests through distributions.
Collateral under derivative counterparty collateral agreements and other collateral
Included in other assets is cash collateral received from or pledged to counterparties and included in other liabilities is the obligation to return the cash collateral to the counterparties. The carrying value of the collateral is a reasonable estimate of fair value.
Derivative instruments
The estimated fair values of OTC derivatives, primarily consisting of cross-currency swaps, interest rate swaps and interest rate swaptions, are the estimated amount the Company would receive or pay to terminate the agreements at the end of each reporting period, taking into consideration current interest rates and other relevant factors.
Separate account assets
Separate account assets and liabilities primarily include investments in mutual funds, unregistered funds, most of which are not subject to redemption restrictions, bonds, and short-term securities. Mutual funds and unregistered funds are recorded at net asset value, which approximates fair value, on a daily basis. The bond and short-term investments are valued in the same manner, and using the same pricing sources and inputs as the bond and short-term investments of the Company.
Deposit-type contracts
Fair values for liabilities under deposit-type insurance contracts are estimated using discounted liability calculations, adjusted to approximate the effect of current market interest rates for the assets supporting the liabilities.
34
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Fair value hierarchy
The following tables present information about the Companys financial assets and liabilities carried at fair value and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:
Fair Value Measurements at Reporting Date | ||||||||||||||||||||
December 31, 2018 | ||||||||||||||||||||
Net Asset Value | Total | |||||||||||||||||||
Assets: |
(Level 1) | (Level 2) | (Level 3) | (NAV) | (All Levels) | |||||||||||||||
Bonds |
||||||||||||||||||||
Industrial and miscellaneous |
$ | | $ | | $ | 1,275 | $ | | $ | 1,275 | ||||||||||
Common stock |
||||||||||||||||||||
Mutual funds |
30,969 | | | | 30,969 | |||||||||||||||
Industrial and miscellaneous |
4,666 | | | | 4,666 | |||||||||||||||
Other invested assets |
||||||||||||||||||||
Limited partnerships |
| | | 72,902 | 72,902 | |||||||||||||||
Derivatives |
||||||||||||||||||||
Interest rate swaps |
| 8,964 | | | 8,964 | |||||||||||||||
Cross-currency swaps |
| 39,705 | | | 39,705 | |||||||||||||||
Interest rate swaptions |
| 173 | | | 173 | |||||||||||||||
Separate account assets (1) |
13,212,700 | 9,887,836 | | 427,026 | 23,527,562 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total assets |
$ | 13,248,335 | $ | 9,936,678 | $ | 1,275 | $ | 499,928 | $ | 23,686,216 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Liabilities: |
||||||||||||||||||||
Derivatives |
||||||||||||||||||||
Interest rate swaps |
$ | | 21,740 | $ | | $ | | $ | 21,740 | |||||||||||
Cross-currency swaps |
| 14,760 | | | 14,760 | |||||||||||||||
Separate account liabilities (1) |
44 | 251,762 | | | 251,806 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total liabilities |
$ | 44 | $ | 288,262 | $ | | $ | | $ | 288,306 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes only separate account investments which are carried at the fair value of the underlying invested assets or liabilities owned by the separate accounts.
Fair Value Measurements at Reporting Date | ||||||||||||||||
December 31, 2017 | ||||||||||||||||
Total | ||||||||||||||||
Assets: |
(Level 1) | (Level 2) | (Level 3) | (All Levels) | ||||||||||||
Bonds |
||||||||||||||||
Industrial and miscellaneous |
$ | | $ | | $ | 1,297 | $ | 1,297 | ||||||||
States |
| 228 | | 228 | ||||||||||||
Derivatives |
||||||||||||||||
Interest rate swaps |
| 9,732 | | 9,732 | ||||||||||||
Cross-currency swaps |
| 20,320 | | 20,320 | ||||||||||||
Interest rate swaptions |
| 75 | | 75 | ||||||||||||
Separate account assets (1) |
16,057,788 | 11,172,811 | | 27,230,599 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total assets |
$ | 16,057,788 | $ | 11,203,166 | $ | 1,297 | $ | 27,262,251 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities: |
||||||||||||||||
Derivatives |
||||||||||||||||
Interest rate swaps |
$ | | $ | 13,643 | $ | | $ | 13,643 | ||||||||
Cross-currency swaps |
| 41,599 | | 41,599 | ||||||||||||
Separate account liabilities (1) |
9 | 409,266 | | 409,275 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total liabilities |
$ | 9 | $ | 464,508 | $ | | $ | 464,517 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) Include only separate account investments which are carried at the fair value of the underlying invested assets or liabilities owned by the separate accounts.
35
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The following table summarizes the Companys non-admitted assets:
December 31, 2018 | December 31, 2017 | |||||||||||||||||||||||
Type |
Asset | Non- admitted asset |
Admitted asset |
Asset | Non- admitted asset |
Admitted asset | ||||||||||||||||||
Common stock |
$ | 131,883 | $ | | $ | 131,883 | $ | 109,948 | $ | 1,971 | $ | 107,977 | ||||||||||||
Cash, cash equivalents and short-term investments |
229,434 | 431 | 229,003 | 242,084 | | 242,084 | ||||||||||||||||||
Other invested assets |
607,793 | 1,006 | 606,787 | 569,702 | 3,515 | 566,187 | ||||||||||||||||||
Premiums deferred and uncollected |
25,904 | 109 | 25,795 | 16,232 | 313 | 15,919 | ||||||||||||||||||
Deferred income taxes |
340,645 | 190,148 | 150,497 | 382,188 | 232,873 | 149,315 | ||||||||||||||||||
Due from parent, subsidiaries and affiliate |
94,542 | 44,435 | 50,107 | 110,901 | 43,546 | 67,355 | ||||||||||||||||||
Other prepaid assets |
28,150 | 28,150 | | 16,478 | 16,478 | | ||||||||||||||||||
Capitalized internal use software |
58,658 | 58,658 | | 55,279 | 55,279 | | ||||||||||||||||||
Furniture, fixtures and equipment |
4,949 | 4,949 | | 16,182 | 5,196 | 10,986 | ||||||||||||||||||
Reinsurance recoverable |
8,468 | 378 | 8,090 | 7,090 | | 7,090 | ||||||||||||||||||
Other assets |
234,504 | 2,539 | 231,965 | 152,955 | 553 | 152,402 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total |
$ | 1,764,930 | $ | 330,803 | $ | 1,434,127 | $ | 1,679,039 | $ | 359,724 | $ | 1,319,315 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the Companys aggregate Statement of Admitted Assets, Liabilities, Capital and Surplus values of all subsidiary, controlled and affiliated entities (SCA), except insurance SCA entities as follows:
December 31, 2018 | December 31, 2017 | |||||||||||||||||||||||
Type |
Asset | Non- admitted asset |
Admitted asset |
Asset | Non- admitted asset |
Admitted asset | ||||||||||||||||||
Common stock |
$ | 13,544 | $ | | $ | 13,544 | $ | 15,636 | $ | 1,971 | $ | 13,665 | ||||||||||||
Other invested assets |
143,533 | 975 | 142,558 | 151,318 | 1,610 | 149,708 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total |
$ | 157,077 | $ | 975 | $ | 156,102 | $ | 166,954 | $ | 3,581 | $ | 163,373 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. Premiums Deferred and Uncollected
The following table summarizes the Companys ordinary and group life insurance premiums and annuity considerations deferred and uncollected, both gross and net of loading:
December 31, 2018 | December 31, 2017 | |||||||||||||||
Type |
Gross | Net of loading |
Gross | Net of loading | ||||||||||||
Ordinary new business |
$ | 427 | $ | 221 | $ | 226 | $ | 64 | ||||||||
Ordinary renewal business |
31,069 | 25,544 | 20,681 | 16,095 | ||||||||||||
Group life |
32 | 30 | (260 | ) | (240 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total |
$ | 31,528 | $ | 25,795 | $ | 20,647 | $ | 15,919 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
8. Business Combination and Goodwill
The Companys goodwill is the result of two types of transactions.
Goodwill that arises as a result of the acquisition of subsidiary limited liability companies is included in other invested assets in the accompanying Statutory Statement of Admitted Assets, Liabilities and Capital. On August 29, 2014, the Company completed the acquisition of all of the voting equity interests in the J.P. Morgan Retirement Plan Services (RPS) large-market
36
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
recordkeeping business. This transaction was accounted for as a statutory purchase. Goodwill of $51,098 was recorded in other invested assets, which will be amortized over 10 years. At December 31, 2018 and 2017, the Company has $28,955 and $34,065, respectively, of admitted goodwill related to this acquisition. Goodwill amortization of $5,110 was recorded for the years ended December 31, 2018, 2017 and 2016.
Acquisition date | Cost of acquired entity |
Original amount of admitted goodwill |
Admitted goodwill as of December 31, 2018 |
Amount of goodwill amortized for the year ended December 31, 2018 |
Admitted goodwill as a book/adjusted carrying |
|||||||||||||||
August 29, 2014 |
$ | 64,169 | $ | 51,098 | $ | 28,955 | $ | 5,110 | 104.4% |
In addition, goodwill that arises as a result of the acquisition of various assumption reinsurance agreements is included in goodwill in the accompanying Statutory Statement of Admitted Assets, Liabilities and Capital. At December 31, 2018 and 2017, this goodwill was fully amortized. During each of the years ended December 31, 2018, 2017 and 2016, the Company recorded $0, $977 and $12,929, respectively, of goodwill amortization related to these acquisitions.
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.
The Company assumes risk from approximately 40 insurers and reinsurers by participating in yearly renewable term and coinsurance pool agreements. When assuming risk, the Company seeks to generate revenue while maintaining reciprocal working relationships with these partners as they also seek to limit their exposure to loss on any single life.
Maximum capacity to be retained by the Company is dictated at the treaty level and is monitored annually to ensure the total risk retained on any one life is limited to a maximum retention of $4,500.
The Company did not have any write-offs for uncollectible reinsurance receivables during the years ended December 31, 2018 and 2017 for losses incurred, loss adjustment expenses incurred or premiums earned.
The Company does not have any uncollectible reinsurance, commutation of ceded reinsurance, or certified reinsurer downgraded of status subject to revocation.
Aggregate reserves are computed in accordance with the Commissioners Annuity Reserve Valuation Method (CARVM) and the Commissioners Reserve Valuation Method (CRVM), the standard statutory reserving methodologies.
The significant assumptions used to determine the liability for future life insurance benefits are as follows:
37
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Interest |
- Life Insurance | 2.25% to 6.00% | ||
- Annuity Funds | 3.00% to 11.25% | |||
- Disability | 2.50% to 6.00% | |||
Mortality |
- Life Insurance | Various valuation tables, primarily including 1941, 1958, 1980 and 2001 Commissioners Standard Ordinary (CSO) tables, and American Experience | ||
- Annuity Funds | Various annuity valuation tables, primarily including the GA 1951, 71, 83a and 2012 Individual Annuitant Mortality (IAM), Group Annuity Reserve (GAR) 94, 1971 and 1983 Group Annuity Mortality (GAM), and Annuity 2000 | |||
Morbidity |
- Disability | 1970 Intercompany DISA Group Disability Tables |
The Company waives deduction of deferred fractional premiums upon the death of the insured. When surrender values exceed aggregate reserves, excess cash value reserves are held.
Policies issued at premium corresponding to ages higher than the true ages are valued at the rated-up ages. Policies providing for payment at death during certain periods of an amount less than the full amount of insurance, being policies subject to liens, are valued as if the full amount is payable without any deduction.
For policies issued with, or subsequently subject to, an extra premium payable annually, an extra reserve is held. The extra premium reserve is the unearned gross extra premium payable during the year if the policies are rated for reasons other than medical impairments. For medical impairments, the extra premium reserve is calculated as the excess of the reserve based on rated mortality over that based on standard mortality. All substandard annuities are valued at their true ages.
At December 31, 2018 and 2017, the Company had $3,904,519 and $4,354,703, respectively of insurance in force for which the gross premiums are less than the net premiums according to the standard valuation set by the Division.
Tabular interest, tabular interest on funds not involving life contingencies and tabular cost have been determined from the basic data for the calculation of aggregate reserves. Tabular less actual reserves released has been determined from basic data for the calculation of aggregate reserves and the actual reserves released.
The withdrawal characteristics of annuity reserves and deposit liabilities are as follows:
December 31, 2018 | ||||||||||||||||||||
General Account | Separate Account with Guarantees |
Separate Account Non- guaranteed |
Total | Percent of total gross | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Subject to discretionary withdrawal: |
||||||||||||||||||||
With market value adjustment |
$ | 850,240 | $ | | $ | | $ | 850,240 | 2.8 | % | ||||||||||
At book value less current surrender charges of 5% or more |
779,760 | | | 779,760 | 2.5 | % | ||||||||||||||
At fair value |
| 6,460,894 | 11,311,267 | 17,772,161 | 57.5 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Total with adjustment or at market value |
1,630,000 | 6,460,894 | 11,311,267 | 19,402,161 | 62.8 | % | ||||||||||||||
At book value without adjustment (minimal or no charge adjustment) |
155,150 | | | 155,150 | 0.5 | % | ||||||||||||||
Not subject to discretionary withdrawal |
11,355,177 | | | 11,355,177 | 36.7 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Total gross |
13,140,327 | 6,460,894 | 11,311,267 | 30,912,488 | 100.0 | % | ||||||||||||||
|
|
| ||||||||||||||||||
Reinsurance ceded |
1,479 | | | 1,479 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total, net |
$ | 13,138,848 | $ | 6,460,894 | $ | 11,311,267 | $ | 30,911,009 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
38
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
December 31, 2017 | ||||||||||||||||||||
General Account |
Separate Account with Guarantees |
Separate guaranteed |
Total | Percent of total gross | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Subject to discretionary withdrawal: |
||||||||||||||||||||
With market value adjustment |
$ | 780,008 | $ | | $ | | $ | 780,008 | 2.3% | |||||||||||
At book value less current surrender charges of 5% or more |
716,402 | | | 716,402 | 2.1% | |||||||||||||||
At fair value |
| 6,914,918 | 14,390,470 | 21,305,388 | 62.4% | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Total with adjustment or at market value |
1,496,410 | 6,914,918 | 14,390,470 | 22,801,798 | 66.8% | |||||||||||||||
At book value without adjustment (minimal or no charge adjustment) |
159,104 | | | 159,104 | 0.5% | |||||||||||||||
Not subject to discretionary withdrawal |
11,181,649 | | | 11,181,649 | 32.7% | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Total gross |
12,837,163 | 6,914,918 | 14,390,470 | 34,142,551 | 100.0% | |||||||||||||||
|
|
| ||||||||||||||||||
Reinsurance ceded |
73,007 | | | 73,007 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total, net |
$ | 12,764,156 | $ | 6,914,918 | $ | 14,390,470 | $ | 34,069,544 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The following information is obtained from the applicable exhibit in the Companys December 31, 2018 and 2017 annual statements and related separate account annual statement, both of which are filed with the Division and is provided to reconcile annuity reserves and deposit funds to amounts reported in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus:
December 31, | ||||||||
2018 | 2017 | |||||||
Life and Accident and Health Annual Statement (net of reinsurance): |
||||||||
Annuities included in aggregate reserve for life policies and contracts |
$ | 12,936,341 | $ | 12,544,414 | ||||
Supplementary contracts with life contingencies and other contracts included in aggregate reserve for life policies and contracts |
12,611 | 13,608 | ||||||
Liability for deposit-type contracts |
189,896 | 206,134 | ||||||
|
|
|
|
|
| |||
Subtotal - general account |
13,138,848 | 12,764,156 | ||||||
Separate Accounts Annual Statement: |
||||||||
Annuities included in aggregate reserve for life policies and contracts |
17,772,161 | 21,305,388 | ||||||
|
|
|
|
|
| |||
Total |
$ | 30,911,009 | $ | 34,069,544 | ||||
|
|
|
|
|
|
11. Liability for Unpaid Claims and Claim Adjustment Expenses
Activity in the accident and health liability for unpaid claims and for claim adjustment expenses included in aggregate reserve for life policies and contracts and accident and health policies, excluding unearned premium reserves, is summarized as follows:
2018 | 2017 | |||||||
Balance, January 1, net of reinsurance of $25,283 and $28,843 |
$ | 243,517 | $ | 240,280 | ||||
Incurred related to: |
||||||||
Current year |
38,844 | 53,969 | ||||||
Prior year |
6,634 | (6,728 | ) | |||||
|
|
|
|
|
| |||
Total incurred |
45,478 | 47,241 | ||||||
|
|
|
|
|
| |||
Paid related to: |
||||||||
Current year |
(10,375 | ) | (6,896 | ) | ||||
Prior year |
(31,091 | ) | (37,108 | ) | ||||
|
|
|
|
|
| |||
Total paid |
(41,466 | ) | (44,004 | ) | ||||
|
|
|
|
|
| |||
Balance, December 31, net of reinsurance of $19,082 and $25,283 |
$ | 247,529 | $ | 243,517 | ||||
|
|
|
|
|
|
39
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Reserves for incurred claims and claim adjustment expenses attributable to insured events of prior years has increased (decreased) by $6,634 and $(6,728) during the years ended December 31, 2018 and 2017, respectively. The change in both years is the result of ongoing analysis of recent claim development trends.
The Company has a commercial paper program that is partially supported by a $50,000 credit facility agreement. The commercial paper has been given a rating of A-1+ by Standard & Poors Ratings Services and a rating of P-1 by Moodys Investors Service, each being the highest rating available. The Companys issuance of commercial paper is not used to fund daily operations and does not have a significant impact on the Companys liquidity.
The following table provides information regarding the Companys commercial paper program:
December 31, | ||||||||
2018 | 2017 | |||||||
Face value |
$ | 98,859 | $ | 99,886 | ||||
Carrying value |
$ | 98,859 | $ | 99,886 | ||||
Interest expense paid |
$ | 1,746 | $ | 974 | ||||
Effective interest rate |
2.5% - 2.7% | 1.4% - 1.7% | ||||||
Maturity range (days) |
16 - 25 | 19 - 67 |
The Company utilizes separate accounts to record and account for assets and liabilities for particular lines of business and/or transactions. The Company reported assets and liabilities from the following product lines into a separate account:
| Individual Annuity Product |
| Group Annuity Product |
| Variable Life Insurance Product |
| Hybrid Ordinary Life Insurance Product |
| Individual Indexed-Linked Annuity Product |
In accordance with the domiciliary state procedures for approving items within the separate account, the separate account classification of the following items are supported by Colorado Insurance Code Section 10-7-402:
| Individual Annuity |
| Group Annuity |
| Variable Life Insurance Product |
The following items are supported by direct approval by the Commissioner:
| Hybrid Ordinary Life Insurance Product |
| Group Annuity - Custom Stable Value Asset Funds |
| Variable Life Insurance Product |
| Individual Indexed-Linked Annuity Product |
The Companys separate accounts invest in shares of Great-West Funds, Inc. and Putnam Funds, open-end management investment companies, which are related parties of the Company, and shares of other non-affiliated mutual funds. and government and corporate bonds.
Some assets within each of the Companys separate accounts are considered legally insulated whereas others are not legally insulated from the general account. The legal insulation of the separate accounts prevents such assets from being generally available to satisfy claims resulting from the general account.
40
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
At December 31, 2018 and 2017, the Companys separate account assets that are legally insulated from the general account claims are $24,652,973 and $28,192,883, respectively.
Some separate account liabilities are guaranteed by the general account. In accordance with the guarantees provided, if the investment proceeds are insufficient to cover the rate of return guaranteed for the product, the policyholder proceeds will be remitted by the general account. To compensate the general account for the risk taken, the separate account has paid risk charges of $11,608, $12,581, $12,961, $12,542 and $12,171 for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, respectively. No separate account guarantees were paid by the general account for the years ending December 31, 2018, 2017, 2016, 2015 and 2014, respectively.
Separate accounts with guarantees
The Government Guaranteed Funds are separate accounts investing in fixed income securities backed by the credit of the U.S. Government, its agencies or its instrumentalities.
The Stable Asset Funds invest in investment-grade corporate bonds in addition to the above mentioned securities.
The Company also has separate accounts comprised of assets underlying variable universal life policies issued privately to accredited investors. The accounts invest in investment grade fixed income securities.
The Individual Indexed-Linked Annuity Product provides returns based on the performance of one or more indices and invests in fixed income securities. The returns from these securities are invested in derivative instruments which mimic the returns of select indices. There is also a return of premium death benefit guarantee to policyholders.
The Government Guaranteed Funds and Stable Asset Funds have a guaranteed minimum crediting rate of at least 0%. All of the above separate accounts provide a book value guarantee. Some of them also provide a death benefit of the greater of account balance or premium paid.
Distributions to a participant are based on the participants account balance and are permitted for the purpose of paying a benefit to a participant. Distributions for purposes other than paying a benefit to a participant may be restricted. Participants distributions are based on the amount of their account balance, whereas, distributions as a result of termination of the group annuity contract are based on net assets attributable to the contract and can be made to the group through (1) transfer of the underlying securities and any remaining cash balance, or (2) transfer of the cash balance after sale of the Funds securities.
Most guaranteed separate account assets and related liabilities are carried at fair value. Certain separate account assets are carried at book value based on the prescribed deviation from the Division.
Non-guaranteed separate accounts
The non-guaranteed separate accounts include unit investment trusts or series accounts that invest in diversified open-end management investment companies. These separate account assets and related liabilities are carried at fair value.
The investments in shares are valued at the closing net asset value as determined by the appropriate fund/portfolio at the end of each day. The net investment experience of the separate account is credited directly to the policyholder and can be positive or negative. Some of the separate accounts provide an incidental death benefit of the greater of the policyholders account balance or premium paid and some provide an incidental annual withdrawal benefit for the life of the policyholder. Certain contracts contain provisions relating to a contingent deferred sales charge. In such contracts, charges will be made for total or partial surrender of a participant annuity account in excess of the free amount before the retirement date by a deduction from a participants account. The free amount is an amount equal to 10% of the participant account value at December 31 of the calendar year prior to the partial or total surrender.
The following tables provide information regarding the Companys separate accounts:
41
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Year Ended December 31, 2018 | ||||||||||||
Non-indexed guaranteed less than/equal to 4% |
Non-guaranteed separate account |
Total | ||||||||||
Premiums, considerations or deposits |
$ | 721,339 | $ | 1,900,171 | $ | 2,621,510 | ||||||
|
|
|
|
|
|
|
|
| ||||
Reserves |
||||||||||||
For accounts with assets at: |
||||||||||||
Fair value |
$ | 7,286,636 | $ | 15,682,027 | $ | 22,968,663 | ||||||
Amortized cost |
1,107,812 | | 1,107,812 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total reserves |
$ | 8,394,448 | $ | 15,682,027 | $ | 24,076,475 | ||||||
|
|
|
|
|
|
|
|
| ||||
By withdrawal characteristics: |
||||||||||||
At fair value |
$ | 7,286,636 | $ | 15,682,027 | $ | 22,968,663 | ||||||
At book value without fair value adjustment and with current surrender charge less than 5% |
1,107,812 | | 1,107,812 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total subject to discretionary withdrawals |
$ | 8,394,448 | $ | 15,682,027 | $ | 24,076,475 | ||||||
|
|
|
|
|
|
|
|
| ||||
Year Ended December 31, 2017 | ||||||||||||
Non-indexed guaranteed less than/equal to 4% |
Non-guaranteed separate account |
Total | ||||||||||
Premiums, considerations or deposits |
$ | 560,537 | $ | 1,888,820 | $ | 2,449,357 | ||||||
|
|
|
|
|
|
|
|
| ||||
Reserves |
||||||||||||
For accounts with assets at: |
||||||||||||
Fair value |
$ | 7,918,332 | $ | 18,643,242 | $ | 26,561,574 | ||||||
Amortized cost |
958,780 | | 958,780 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total reserves |
$ | 8,877,112 | $ | 18,643,242 | $ | 27,520,354 | ||||||
|
|
|
|
|
|
|
|
| ||||
By withdrawal characteristics: |
||||||||||||
At fair value |
$ | 7,918,332 | $ | 18,643,242 | $ | 26,561,574 | ||||||
At book value without fair value adjustment and with current surrender charge less than 5% |
958,780 | | 958,780 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total subject to discretionary withdrawals |
$ | 8,877,112 | $ | 18,643,242 | $ | 27,520,354 | ||||||
|
|
|
|
|
|
|
|
|
A reconciliation of the amounts transferred to and from the separate accounts is presented below:
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
Transfers as reported in the Summary of Operations of the separate account statement: |
||||||||||||
Transfers to separate accounts |
$ | 2,621,510 | $ | 2,449,357 | $ | 2,686,225 | ||||||
Transfers from separate accounts |
(5,198,817 | ) | (4,417,525 | ) | (3,561,699 | ) | ||||||
|
|
|
|
|
|
|
|
| ||||
Net transfers from separate accounts |
(2,577,307 | ) | (1,968,168 | ) | (875,474 | ) | ||||||
Reconciling adjustments: |
||||||||||||
Net transfer of reserves to separate accounts |
1,464,314 | 1,023,384 | 773,253 | |||||||||
Miscellaneous other |
528 | 140 | 739 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Net transfers as reported in the Statements of Operations |
$ | (1,112,465 | ) | $ | (944,644 | ) | $ | (101,482 | ) | |||
|
|
|
|
|
|
|
|
|
42
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
14. Capital and Surplus, Dividend Restrictions, and Other Matters
On November 15, 2004, the Company issued a surplus note in the face amount of $195,000 to GWL&A Financial. The proceeds were used to redeem a $175,000 surplus note issued May 4, 1999 and for general corporate purposes. The new surplus note bears interest at the rate of 6.675% and is due November 14, 2034. The carrying amount of the surplus note was $194,558 and $194,530 at December 31, 2018 and 2017, respectively. Payments of principal and interest under this surplus note can be made only with prior written approval of the Commissioner of Insurance of the State of Colorado. Such payments are payable only out of surplus funds of the Company and only if at the time of such payment, and after giving effect to the making thereof, the financial condition of the Company is such that its surplus would not fall below two and one-half times the authorized control level as required by the most recent risk-based capital calculations. Subject to the foregoing restrictions on payment of principal and interest, (a) interest is payable on the principal sum of the surplus note semi-annually, in arrears, on May 14 and November 14 of each year, and (b) the surplus note may only be redeemed prior to its stated maturity in connection with (i) a mandatory redemption by the Company in the event of a redemption or acceleration by GWL&A Financial Inc., of its 6.675% junior subordinated deferrable debentures due November 14, 2034, or (ii) an optional redemption by the Company at any time on or after November 15, 2024. Interest paid on the note was $13,016 for all the years ended December 31, 2018, 2017 and 2016, respectively, bringing total interest paid from inception to December 31, 2018 to $182,227. The amount of unapproved principal and interest was $0 at December 31, 2018 and 2017.
On May 19, 2006, the Company issued a surplus note in the face amount and carrying amount of $333,400 to GWL&A Financial Inc. The proceeds were used for general corporate purposes. Initially, the surplus note bore interest at the rate of 7.203% per annum, and was payable 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. The carrying amount of the surplus note was $0 and $333,400 at December 31, 2018 and 2017. The surplus note became redeemable by the company at the principal amount plus any accrued and unpaid interest after May 16, 2016. On June 15, 2018, this surplus note was redeemed in full. Payments of principal and interest under the surplus note can be made only with prior written approval of the Commissioner of Insurance of the State of Colorado. Such payments are payable out of surplus funds of the Company and only if at the time of such payment, and after giving effect to the making thereof, the financial condition of the Company is such that its 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 paid on the note was $6,868, $12,721 and $16,137 for the year ended December 31, 2018, 2017 and 2016, respectively, bringing total interest paid from inception to December 31, 2018 to $262,875. The amount of unapproved principal and interest was $0 at December 31, 2018 and 2017.
On December 29, 2017, the Company issued a surplus note in the face amount and carrying amount of $12,000 to GWL&A Financial Inc. The proceeds were used for general corporate purposes. The surplus note bears an interest rate of 3.5% per annum. The note matures of December 29, 2027. Payments of principal and interest under the surplus note can be made only with prior written approval of the Commissioner of Insurance of the State of Colorado. Such payments are payable out of surplus funds of the Company and only if at the time of such payment, and after giving effect to the making thereof, the financial condition of the Company is such that its 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 paid on the note during 2018, 2017 and 2016 amounted to $420, $2 and $0, respectively, bringing total interest paid from inception to December 31, 2018 to $422. The amount of unapproved principal and interest was $0 at December 31, 2018.
On May 17, 2018, the Company issued a surplus note in the face amount and carrying amount of $346,218 to GWL&A Financial Inc. The proceeds were used to redeem the $333,400 surplus note issued in 2006 and for general corporate purposes. The surplus note bears an interest rate of 4.881% per annum. The note matures on May 17, 2048. Payments of principal and interest under the surplus note can be made only with prior written approval of the Commissioner of Insurance of the State of Colorado. Such payments are payable out of surplus funds of the Company and only if at the time of such payment, and after giving effect to the making thereof, the financial condition of the Company is such that its 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 paid on the note during 2018 and 2017 amounted to $10,515 and $0, respectively, bringing total interest paid from inception to December 31, 2018 to $10,515 The amount of unapproved principal and interest was $0 at December 31, 2018.
In the first quarter of 2018, the Company realized a $39,921 after tax gain on an interest rate swap that hedged the existing $333,400 surplus note. The Company adjusted the basis of the hedged item, in this case the surplus note, for the amount of the after tax gain. Further, the Company accounted for the redemption of the $333,400 surplus note and the issuance of the $346,218 surplus note in the second quarter as debt modification instead of debt extinguishment. Therefore, the after tax swap
43
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
gain will be amortized into income over the 30 year life of the new surplus note. Amortization of the gain during 2018, 2017 and 2016 amounted to $998, $0 and $0, respectively bringing the total amortization from inception to December 31, 2018 amounted to $998, leaving an unamortized balance of $38,923 in surplus as part of the surplus note amounts.
Interest paid to GWL&A Financial attributable to these surplus notes, was $30,819, $25,739 and $29,153 for the years ended December 31, 2018, 2017 and 2016, respectively.
As an insurance company domiciled in the State of Colorado, the Company is required to maintain a minimum of $2,000 of capital and surplus. In addition, the maximum amount of dividends which can be paid to stockholders by insurance companies domiciled in the State of Colorado, without prior approval of the Insurance Commissioner, is subject to restrictions relating to statutory capital and surplus and statutory net gain from operations. The Company may pay an amount less than $132,692 of dividends during the year ended December 31, 2019, without the prior approval of the Colorado Insurance Commissioner. Prior to any payment of dividends, the Company provides notice to the Colorado Insurance Commissioner. Dividends are non-cumulative.
The Company paid cash dividends on common stock during 2018 as follows: $24,000 on March 30, 2018 (ordinary); $20,000 on May 1, 2018 (extraordinary); $55,895 on May 17, 2018 (extraordinary); $30,000 on September 28, 2018 (extraordinary) and $22,400 on September 29, 2018 (extraordinary). Dividends during 2017 were paid as follows: $77,000 on March 15, 2017 (extraordinary); $60,301 on June 15, 2017 (ordinary); and $8,000 on September 29, 2017 (ordinary). Dividends are paid as determined by the Board of Directors, subject to the limitations described above.
The portion of unassigned funds (surplus) represented or (reduced) by each of the following items is:
December 31, | ||||||||
2018 | 2017 | |||||||
Unrealized gains (losses) |
$ | 152,801 | $ | 165,416 | ||||
Non-admitted assets |
(330,803 | ) | (359,724 | ) | ||||
Asset valuation reserve |
(204,393 | ) | (203,546 | ) | ||||
Provision for reinsurance |
(17 | ) | (17 | ) | ||||
Separate account business |
(1,076 | ) | (868 | ) |
Risk-based capital (RBC) is a regulatory tool for measuring the minimum amount of capital appropriate for a life, accident and health organization to support its overall business operations in consideration of its size and risk profile. The Division requires the Company to maintain minimum capital and surplus equal to the company action level as calculated in the RBC model. The Company exceeds the required amount.
The following table presents the components of the net admitted deferred tax asset (liability):
December 31, 2018 | December 31, 2017 | Change | ||||||||||||||||||||||||||||||||||
Ordinary | Capital | Total | Ordinary | Capital | Total | Ordinary | Capital | Total | ||||||||||||||||||||||||||||
Gross deferred tax assets |
$ | 368,917 | $ | 2,793 | $ | 371,710 | $ | 388,131 | $ | 16,580 | $ | 404,711 | $ | (19,214 | ) | $ | (13,787 | ) | $ | (33,001 | ) | |||||||||||||||
Valuation allowance adjustment |
| | | | | | | | | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Adjusted gross deferred tax asset |
368,917 | 2,793 | 371,710 | 388,131 | 16,580 | 404,711 | (19,214 | ) | (13,787 | ) | (33,001 | ) | ||||||||||||||||||||||||
Deferred tax assets non-admitted |
(189,578 | ) | (570 | ) | (190,148 | ) | (228,728 | ) | (4,145 | ) | (232,873 | ) | 39,150 | 3,575 | 42,725 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Net admitted deferred tax asset |
179,339 | 2,223 | 181,562 | 159,403 | 12,435 | 171,838 | 19,936 | (10,212 | ) | 9,724 | ||||||||||||||||||||||||||
Gross deferred tax liabilities |
(31,065 | ) | | (31,065 | ) | (22,523 | ) | | (22,523 | ) | (8,542 | ) | | (8,542 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Net admitted deferred tax asset |
$ | 148,274 | $ | 2,223 | $ | 150,497 | $ | 136,880 | $ | 12,435 | $ | 149,315 | $ | 11,394 | $ | (10,212 | ) | $ | 1,182 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company admits deferred tax assets pursuant to paragraphs 11.a, 11.b.i, 11.b.ii, and 11.c, in SSAP No. 101. The following table presents the amount of deferred tax asset admitted under each component of SSAP No. 101:
44
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
December 31, 2018 | December 31, 2017 | Change | ||||||||||||||||||||||||||||||||||
Ordinary | Capital | Total | Ordinary | Capital | Total | Ordinary | Capital | Total | ||||||||||||||||||||||||||||
(a) Federal income taxes paid in prior years recoverable through loss carrybacks |
$ | | $ | 2,224 | $ | 2,224 | $ | | $ | 3,884 | $ | 3,884 | $ | | $ | (1,660 | ) | $ | (1,660 | ) | ||||||||||||||||
(b) Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from (a) above) after application of the threshold limitation (lesser of (i) and (ii) below) |
148,274 | 148,274 | 136,880 | 8,551 | 145,431 | 11,394 | (8,551 | ) | 2,843 | |||||||||||||||||||||||||||
(i) Adjusted gross deferred tax assets expected to be realized following the balance sheet date |
148,274 | 148,274 | 136,880 | 8,551 | 145,431 | 11,394 | (8,551 | ) | 2,843 | |||||||||||||||||||||||||||
(ii) Adjusted gross deferred tax assets expected allowed per limitation threshold |
175,682 | 145,431 | | | 30,251 | |||||||||||||||||||||||||||||||
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from (a) and (b) above) offset by gross deferred tax liabilities |
31,065 | | 31,065 | 22,523 | | 22,523 | 8,542 | | 8,542 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Total deferred tax assets admitted as a result of the application of SSAP No. 101 |
$ | 179,339 | $ | 2,224 | $ | 181,563 | $ | 159,403 | $ | 12,435 | $ | 171,838 | $ | 19,936 | $ | (10,211 | ) | $ | 9,725 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the threshold limitations utilized in the admissibility of deferred tax assets under paragraph 11.b of SSAP No. 101:
2018 | 2017 | |||||||
Ratio percentage used to determine recovery period and threshold limitation amount |
867.76% | 894.97% | ||||||
Amount of adjusted capital and surplus used to determine recovery period and threshold limitation |
$ | 1,171,212 | $ | 969,537 |
The following table presents the impact of tax planning strategies:
December 31, 2018 December 31, 2017 | Change | |||||||||||||||||||||||
Ordinary | Capital | Ordinary | Capital | Ordinary | Capital | |||||||||||||||||||
Adjusted gross deferred tax asset |
$ | 368,917 | $ | 2,793 | $ | 388,131 | $ | 16,580 | $ | (19,214 | ) | $ | (13,787 | ) | ||||||||||
% of adjusted gross deferred tax asset by character attributable to tax planning strategies |
| % | | % | | % | | % | | % | | % | ||||||||||||
Net admitted adjusted gross deferred tax assets |
$ | 179,339 | $ | 2,224 | $ | 159,403 | $ | 12,435 | $ | 19,936 | $ | (10,211 | ) | |||||||||||
% of net admitted adjusted gross deferred tax asset by character attributable to tax planning strategies |
| % | | % | | % | | % | | % | | % |
The Companys tax planning strategies do not include the use of reinsurance.
There are no temporary differences for which deferred tax liabilities are not recognized.
The components of current income taxes incurred include the following:
Year Ended December 31, | ||||||||||||
2018 | 2017 | Change | ||||||||||
Current income tax |
$ | (17,604 | ) | $ | 50,584 | $ | (68,188 | ) | ||||
Federal income tax on net capital gains |
1,030 | (6,744 | ) | 7,774 | ||||||||
|
|
|
|
|
|
|
|
| ||||
Total |
$ | (16,574 | ) | $ | 43,840 | $ | (60,414 | ) | ||||
|
|
|
|
|
|
|
|
|
45
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Year Ended December 31, | ||||||||||||
2017 | 2016 | Change | ||||||||||
Current income tax |
$ | 50,584 | $ | (37,932 | ) | $ | 88,516 | |||||
Federal income tax on net capital gains |
(6,744 | ) | 16,117 | (22,861 | ) | |||||||
|
|
|
|
|
|
|
|
| ||||
Total |
$ | 43,840 | $ | (21,815 | ) | $ | 65,655 | |||||
|
|
|
|
|
|
|
|
|
46
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The tax effects of temporary differences, which give rise to the deferred income tax assets and liabilities are as follows:
December 31, | ||||||||||||
Deferred income tax assets: |
2018 | 2017 | Change | |||||||||
Ordinary: |
||||||||||||
Reserves |
$ | 80,303 | $ | 65,831 | $ | 14,472 | ||||||
Investments |
4,374 | 1,263 | 3,111 | |||||||||
Deferred acquisition costs |
76,759 | 77,369 | (610 | ) | ||||||||
Provision for dividends |
3,399 | 4,593 | (1,194 | ) | ||||||||
Fixed assets |
3,264 | 2,761 | 503 | |||||||||
Compensation and benefit accrual |
20,890 | 22,065 | (1,175 | ) | ||||||||
Receivables - non-admitted |
13,991 | 12,737 | 1,254 | |||||||||
Tax credit carryforward |
131,409 | 168,567 | (37,158 | ) | ||||||||
Other |
34,527 | 32,945 | 1,582 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total ordinary gross deferred tax assets |
368,916 | 388,131 | (19,215 | ) | ||||||||
Valuation allowance adjustment |
| | | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total adjusted ordinary gross deferred tax assets |
368,916 | 388,131 | (19,215 | ) | ||||||||
Non-admitted ordinary deferred tax assets |
(189,578 | ) | (228,728 | ) | 39,150 | |||||||
|
|
|
|
|
|
|
|
| ||||
Admitted ordinary deferred tax assets |
179,338 | 159,403 | 19,935 | |||||||||
|
|
|
|
|
|
|
|
| ||||
Capital: |
| |||||||||||
Investments |
2,793 | 16,580 | (13,787 | ) | ||||||||
|
|
|
|
|
|
|
|
| ||||
Total capital gross deferred tax assets |
2,793 | 16,580 | (13,787 | ) | ||||||||
Valuation allowance adjustment |
| | | |||||||||
|
|
|
|
|
|
|
|
| ||||
Total adjusted gross capital deferred tax assets |
2,793 | 16,580 | (13,787 | ) | ||||||||
Non-admitted capital deferred tax assets |
(569 | ) | (4,145 | ) | 3,576 | |||||||
|
|
|
|
|
|
|
|
| ||||
Admitted capital deferred tax assets |
2,224 | 12,435 | (10,211 | ) | ||||||||
|
|
|
|
|
|
|
|
| ||||
Total admitted deferred tax assets |
$ | 181,562 | $ | 171,838 | $ | 9,724 | ||||||
|
|
|
|
|
|
|
|
| ||||
Deferred income tax liabilities: |
||||||||||||
Ordinary: |
||||||||||||
Investments |
$ | | $ | (4,501 | ) | $ | 4,501 | |||||
Premium receivable |
(5,417 | ) | (3,343 | ) | (2,074 | ) | ||||||
Policyholder Reserves |
(17,644 | ) | (10,033 | ) | (7,611 | ) | ||||||
Experience Refunds |
(5,079 | ) | | (5,079 | ) | |||||||
Other |
(2,925 | ) | (4,646 | ) | 1,721 | |||||||
|
|
|
|
|
|
|
|
| ||||
Total ordinary deferred tax liabilities |
(31,065 | ) | (22,523 | ) | (8,542 | ) | ||||||
|
|
|
|
|
|
|
|
| ||||
Net admitted deferred income tax asset |
$ | 150,497 | $ | 149,315 | $ | 1,182 | ||||||
|
|
|
|
|
|
|
|
|
47
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The change in deferred income taxes reported in surplus before consideration of non-admitted assets is comprised of the following components:
December 31, |
| |||||||||||
|
2018 | 2017 | Change | |||||||||
Total deferred income tax assets |
$ | 371,710 | $ | 404,711 | $ | (33,001 | ) | |||||
Total deferred income tax liabilities |
(31,065 | ) | (22,523 | ) | (8,542 | ) | ||||||
|
|
|
|
|
|
|
|
| ||||
Net deferred income tax asset |
$ | 340,645 | $ | 382,188 | (41,543 | ) | ||||||
|
|
|
|
|
|
|||||||
Tax effect of unrealized capital gains (losses) |
(260 | ) | ||||||||||
Other surplus |
1,071 | |||||||||||
Change in net deferred income tax |
$ | (40,732 | ) | |||||||||
|
|
| ||||||||||
December 31, |
| |||||||||||
|
2017 | 2016 | Change | |||||||||
Total deferred income tax assets |
$ | 404,711 | $ | 521,431 | $ | (116,720 | ) | |||||
Total deferred income tax liabilities |
(22,523 | ) | (20,681 | ) | (1,842 | ) | ||||||
|
|
|
|
|
|
|
|
| ||||
Net deferred income tax asset |
$ | 382,188 | $ | 500,750 | (118,562 | ) | ||||||
|
|
|
|
|
|
|||||||
Tax effect of unrealized capital gains (losses) |
6,427 | |||||||||||
Other surplus |
1,607 | |||||||||||
|
|
| ||||||||||
Change in net deferred income tax |
$ | (110,528 | ) | |||||||||
|
|
|
The provision for federal income taxes and change in deferred income taxes differ from that which would be obtained by applying the statutory federal income tax rate of 21% and 35% to income before income taxes. The significant items causing this difference are as follows:
December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
Income tax expense at statutory rate |
$ | 60,337 | $ | 77,023 | $ | 22,425 | ||||||
Federal tax rate change |
| 132,029 | | |||||||||
Earnings from subsidiaries |
(22,003 | ) | (28,875 | ) | (35,175 | ) | ||||||
Swap gain on debt refinancing |
8,175 | | | |||||||||
Dividend received deduction |
(6,657 | ) | (7,992 | ) | (7,302 | ) | ||||||
Tax adjustment for interest maintenance reserve |
(5,221 | ) | (7,716 | ) | (8,138 | ) | ||||||
Prior year adjustment |
(4,124 | ) | (1,881 | ) | (2,032 | ) | ||||||
Tax effect on non-admitted assets |
(3,476 | ) | 2,291 | (1,111 | ) | |||||||
Tax credits |
(2,901 | ) | (908 | ) | (21,212 | ) | ||||||
Income tax (benefit) on realized capital gain (loss) |
1,030 | (6,744 | ) | 16,117 | ||||||||
Tax contingency |
(607 | ) | 359 | (99 | ) | |||||||
Other |
(395 | ) | (3,219 | ) | (1,893 | ) | ||||||
|
|
|
|
|
|
|
|
| ||||
Total |
$ | 24,158 | $ | 154,367 | $ | (38,420 | ) | |||||
|
|
|
|
|
|
|
|
| ||||
|
|
| ||||||||||
2018 | 2017 | 2016 | ||||||||||
Federal income taxes incurred |
$ | (16,574 | ) | $ | 43,839 | $ | (21,815 | ) | ||||
Change in net deferred income taxes |
40,732 | 110,528 | (16,605 | ) | ||||||||
|
|
|
|
|
|
|
|
| ||||
Total income taxes |
$ | 24,158 | $ | 154,367 | $ | (38,420 | ) | |||||
|
|
|
|
|
|
|
|
|
On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (the Act), was enacted. The legislation, which is generally effective for tax years beginning on January 1, 2018, represented significant U.S. tax reform and revised the Internal Revenue Code by, among other items, lowering the federal corporate income tax rate from 35% to 21% and modifying how the U.S.
48
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
taxes multinational entities. Further, the Act changed how tax basis policy reserves, capitalized specified policy acquisition expenses, and the companys share of the dividends received deduction and tax exempt interest are to be calculated.
Shortly after enactment, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (SAB 118) which provided US GAAP guidance on the accounting for the Acts impact at December 31, 2017. A reporting entity could recognize provisional amounts, where the necessary information was not available, prepared or analyzed (including computations) in reasonable detail or where additional guidance was needed from the taxing authority to determine the appropriate application of the Act. A reporting entitys provisional impact analysis was to be adjusted within the 12 month measurement period provided for under SAB 118. The Statutory Accounting Working Group subsequently provided informal interpretative guidance allowing for statutory accounting conformity with the SAB 118 US GAAP guidance.
The Companys accounting for the income tax effects of the Act is complete as of the period ended December 31, 2018, and no material measurement period adjustments were recognized during the 2018 reporting period.
As of December 31, 2018, the Company had no operating loss carryforwards.
As of December 31, 2018, the Company has Guaranteed Federal Low Income Housing tax credit carryforwards of $111,328. These credits will begin to expire in 2030.
As of December 31, 2018, the Company has foreign tax credit carryforwards of $20,082. These credits will begin to expire in 2020.
The following are income taxes incurred in prior years that will be available for recoupment in the event of future net losses:
Year Ended December 31, 2018 |
$ | 4,146 | ||
Year Ended December 31, 2017 |
13,328 |
The Company has no deposits admitted under Section 6603 of the Internal Revenue Code.
The Companys federal income tax return is consolidated with the following entities (the U.S. Consolidated Group):
Great-West Lifeco U.S. LLC
Emjay Corporation
GWFS Equities, Inc.
GWL&A Financial Inc.
Great-West Life & Annuity Insurance Company of South Carolina
Great-West Life & Annuity Insurance Company of New York
Putnam Investments, LLC
Putnam Acquisition Financing, Inc.
Putnam Retail Management, LP
Putnam Retail Management GP, Inc.
Putnam Advisory Company, LLC
Putnam Advisory Holdings, LLC
Putnam Fiduciary Trust Company
Putnam Investor Services, Inc.
PanAgora Holdings, Inc
PanAgora Asset Management, Inc.
Putnam Advisory Holdings II, LLC
FASCore, LLC
Advised Assets Group, LLC
Great-West Trust Company, LLC
Great-West Capital Management, LLC
The Company, GWL&A NY and GWSC (GWLA Subgroup) are life insurance companies who form a life subgroup under the consolidated return regulations. These regulations determine whether the taxable income or losses of this subgroup may offset or be offset with the taxable income or losses of other non-life entities.
49
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The GWLA Subgroup accounts for income taxes on the modified separate return method on each of their separate company, statutory financial statements. Under this method, current and deferred tax expense or benefit is determined on a standalone basis; however the Company also considers taxable income or losses from other members of the GWLA Subgroup when determining its deferred tax assets and liabilities, and in evaluating the realizability of its deferred tax assets.
The method of settling income tax payables and receivables (Tax Sharing Agreement) among the U.S. consolidated group is subject to a written agreement approved by the Board of Directors, whereby settlement is made on a separate return basis (i.e., the amount that would be due to or from a jurisdiction had an actual separate return been filed) except for the current utilization of any net operating losses and other tax attributes by members of the U.S. Consolidated Group, which can lead to receiving a payment when none would be received from the jurisdiction had a real separate tax return been required. The GWLA Subgroup has a policy of settling intercompany balances as soon as practical after the filing of the federal consolidated return or receipt of the income tax refund from the Internal Revenue Service (I.R.S.).
The Company determines income tax contingencies in accordance with Statement of Statutory Accounting Principles No. 5R, Liabilities, Contingencies and Impairments of Assets (SSAP No. 5R) as modified by SSAP 101. As of December 31, 2018 the amount of tax contingencies computed in accordance with SSAP No. 5R is $0, with the exception of interest and penalties. The Company does not expect a significant increase in tax contingencies within the 12 month period following the balance sheet date.
The Company recognizes accrued interest and penalties related to tax contingencies in current income tax expense. During the years ended December 31, 2018 and 2017, the Company recognized approximately $607 and $359 of benefit and expense, respectively, from interest and penalties related to the uncertain tax positions. The Company had $314 and $921 accrued for the payment of interest and penalties at December 31, 2018 and 2017, 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 the I.R.S. for years 2014 and prior. Tax years 2015 through 2017 are open to federal examination by the I.R.S. The Company does not expect significant increases or decreases to tax contingencies relating to federal, state or local audits.
The Company does not have any outstanding AMT credits as of the filing of the 2017 tax return.
The Company does not have any foreign operations as of the periods ended December 31, 2017 and December 31, 2018 and therefore is not subject to the Repatriation Transition Tax or the tax on Global Intangible Low-Taxed Income.
Post-Retirement Medical and Supplemental Executive Retirement Plans
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 Companys 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 employees covered by these plans. The Company is the owner and beneficiary of the insurance contracts.
A December 31 measurement date is used for the employee benefit plans.
50
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The following tables provide a reconciliation of the changes in the benefit obligations, fair value of plan assets and the underfunded status for the Companys Post-Retirement Medical and Supplemental Executive Retirement plans:
Post-Retirement Medical Plan |
Supplemental Executive Retirement Plan |
Total | ||||||||||||||||||||||
Year Ended December 31, | Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Change in projected benefit obligation: |
||||||||||||||||||||||||
Benefit obligation, January 1 |
$ | 19,329 | $ | 19,031 | $ | 40,921 | $ | 44,501 | $ | 60,250 | $ | 63,532 | ||||||||||||
Service cost |
1,425 | 1,457 | | (16 | ) | 1,425 | 1,441 | |||||||||||||||||
Interest cost |
703 | 758 | 1,357 | 1,620 | 2,060 | 2,378 | ||||||||||||||||||
Actuarial (gain) loss |
(1,511 | ) | (1,216 | ) | (2,316 | ) | (1,872 | ) | (3,827 | ) | (3,088 | ) | ||||||||||||
Regular benefits paid |
(407 | ) | (701 | ) | (2,400 | ) | (3,336 | ) | (2,807 | ) | (4,037 | ) | ||||||||||||
Amendment |
| | | 24 | | 24 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Benefit obligation and under funded status, December 31 |
$ | 19,539 | $ | 19,329 | $ | 37,562 | $ | 40,921 | $ | 57,101 | $ | 60,250 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Accumulated benefit obligation |
$ | 19,539 | $ | 19,329 | $ | 37,562 | $ | 40,921 | $ | 57,101 | $ | 60,250 | ||||||||||||
Post-Retirement Medical Plan |
Supplemental Executive Retirement Plan |
Total | ||||||||||||||||||||||
Year Ended December 31, | Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Change in plan assets: |
||||||||||||||||||||||||
Value of plan assets, January 1 |
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
Employer contributions |
407 | 701 | 2,400 | 3,337 | 2,807 | 4,038 | ||||||||||||||||||
Regular benefits paid |
(407 | ) | (701 | ) | (2,400 | ) | (3,337 | ) | (2,807 | ) | (4,038 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Value of plan assets, December 31 |
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents amounts recognized in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus for the Companys Post-Retirement Medical and Supplemental Executive Retirement plans:
Post-Retirement Medical Plan |
Supplemental Executive Retirement Plan |
Total | ||||||||||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Amounts recognized in the statutory statements of admitted assets, liabilities, capital and surplus: |
||||||||||||||||||||||||
Accrued benefit liability |
$ | (20,534 | ) | $ | (18,078 | ) | $ | (40,091 | ) | $ | (40,855 | ) | $ | (60,625 | ) | $ | (58,933 | ) | ||||||
Liability for pension benefits |
995 | (1,251 | ) | 2,529 | (66 | ) | 3,524 | (1,317 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total other liabilities |
$ | (19,539 | ) | $ | (19,329 | ) | $ | (37,562 | ) | $ | (40,921 | ) | $ | (57,101 | ) | $ | (60,250 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Unassigned surplus (deficit) |
$ | 995 | $ | (1,251 | ) | $ | 2,529 | $ | (66 | ) | $ | 3,524 | $ | (1,317 | ) |
51
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The following table presents amounts not yet recognized in the statements of financial position for the Companys Post-Retirement Medical and Supplemental Executive Retirement plans:
Post-Retirement Medical Plan |
Supplemental Executive Retirement Plan |
Total | ||||||||||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Unrecognized net actuarial gain (loss) |
$ | 5,152 | $ | 3,723 | $ | 3,428 | $ | 1,157 | $ | 8,580 | $ | 4,880 | ||||||||||||
Unrecognized prior service cost |
(4,157 | ) | (4,974 | ) | (899 | ) | (1,223 | ) | (5,056 | ) | (6,197 | ) |
The following table presents amounts in unassigned funds recognized as components of net periodic benefit cost for the Companys Post-Retirement Medical and Supplemental Executive Retirement plans:
Post-Retirement Medical Plan |
Supplemental Executive Retirement Plan |
Total | ||||||||||||||||||||||
Year Ended December 31, | Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Items not yet recognized as component of net periodic cost on January 1, |
$ | (1,251 | ) | $ | (3,021 | ) | $ | (66 | ) | $ | (2,360 | ) | $ | (1,317 | ) | $ | (5,381 | ) | ||||||
Prior service cost recognized in net periodic cost |
817 | 587 | 324 | 501 | 1,141 | 1,088 | ||||||||||||||||||
(Gain) loss recognized in net periodic cost |
(82 | ) | (33 | ) | (45 | ) | (54 | ) | (127 | ) | (87 | ) | ||||||||||||
Gain (loss) arising during the year |
1,511 | 1,216 | 2,316 | 1,847 | 3,827 | 3,063 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Items not yet recognized as component of net periodic cost on December 31 |
$ | 995 | $ | (1,251 | ) | $ | 2,529 | $ | (66 | ) | $ | 3,524 | $ | (1,317 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides information regarding amounts in unassigned funds that are expected to be recognized as components of net periodic benefit costs during the year ended December 31, 2019:
Post-Retirement Medical Plan |
Supplemental Executive Retirement Plan |
Total | ||||||||||
Net actuarial gain |
$ | 217 | $ | 50 | $ | 267 | ||||||
Prior service cost |
(817 | ) | (300 | ) | (1,117 | ) |
The expected benefit payments for the Companys Post-Retirement Medical and Supplemental Executive Retirement plans for the years indicated are as follows:
2019 | 2020 | 2021 | 2022 | 2023 | 2024 through 2028 |
|||||||||||||||||||
Post-retirement medical plan |
$ | 961 | $ | 959 | $ | 1,054 | $ | 1,123 | $ | 1,234 | $ | 7,119 | ||||||||||||
Supplemental executive retirement plan |
2,347 | 2,530 | 2,473 | 10,206 | 5,701 | 9,085 |
52
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The following table presents the components of net periodic cost (benefit):
Post-Retirement Medical Plan |
Supplemental Executive Retirement Plan |
Total | ||||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, | Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||
2018 | 2017 | 2016 | 2018 | 2017 | 2016 | 2018 | 2017 | 2016 | ||||||||||||||||||||||||||||||||||||||
Components of net periodic cost (benefit): |
||||||||||||||||||||||||||||||||||||||||||||||
Service cost |
$ | 1,425 | $ | 1,457 | $ | 1,246 | $ | | $ | (16 | ) | $ | 294 | $ | 1,425 | $ | 1,441 | $ | 1,540 | |||||||||||||||||||||||||||
Interest cost |
703 | 758 | 713 | 1,356 | 1,620 | 1,775 | 2,059 | 2,378 | 2,488 | |||||||||||||||||||||||||||||||||||||
Amortization of unrecognized prior service cost |
817 | 587 | 150 | 324 | 501 | 501 | 1,141 | 1,088 | 651 | |||||||||||||||||||||||||||||||||||||
Amortization of gain from prior periods |
(82 | ) | (33 | ) | (137 | ) | (45 | ) | (54 | ) | (61 | ) | (127 | ) | (87 | ) | (198 | ) | ||||||||||||||||||||||||||||
Net periodic cost |
$ | 2,863 | $ | 2,769 | $ | 1,972 | $ | 1,635 | $ | 2,051 | $ | 2,509 | $ | 4,498 | $ | 4,820 | $ | 4,481 | ||||||||||||||||||||||||||||
The following tables present the assumptions used in determining benefit obligations of the Post-Retirement Medical and the Supplemental Executive Retirement plans at December 31, 2018 and 2017:
Post-Retirement Medical Plan | ||||||
December 31, | ||||||
2018 | 2017 | |||||
Discount rate |
4.34% | 3.63% | ||||
Initial health care cost trend |
6.25% | 6.50% | ||||
Ultimate health care cost trend |
5.00% | 5.00% | ||||
Year ultimate trend is reached |
2024 | 2024 | ||||
Supplemental Executive Retirement Plan | ||||||
December 31, | ||||||
2018 | 2017 | |||||
Discount rate |
4.16% | 3.43% | ||||
Rate of compensation increase |
N/A | 4.00% |
During 2018, the Company adopted the Society of Actuaries Morality Improvement Scale (MP-2018).
During 2017, the Company adopted the Society of Actuaries Morality Improvement Scale (MP-2017).
The following tables present the weighted average interest rate assumptions used in determining the net periodic benefit/cost of the Post-Retirement Medical and the Supplemental Executive Retirement plans:
Post-Retirement Medical Plan | ||||||
Year Ended December 31, | ||||||
2018 | 2017 | |||||
Discount rate |
3.63% | 4.05% | ||||
Initial health care cost trend |
6.50% | 6.75% | ||||
Ultimate health care cost trend |
5.00% | 5.00% | ||||
Year ultimate trend is reached |
2024 | 2024 |
53
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Supplemental Executive Retirement Plan | ||||||
Year Ended December 31, | ||||||
2018 | 2017 | |||||
Discount rate |
3.43% | 3.80% | ||||
Rate of compensation increase |
4.00% | 4.00% |
The discount rate has been set based on the rates of return on high-quality fixed-income investments currently available and expected to be available during the period the benefits will be paid. In particular, the yields on bonds rated AA or better on the measurement date have been used to set the discount rate.
The following table presents the impact on the Post-Retirement Medical Plan that one-percentage-point change in assumed health care cost trend rates would have on the following:
One percentage point increase |
One percentage point decrease |
|||||||
|
|
|||||||
Increase (decrease) on total service and interest cost on components |
$ | 357 | $ | (297) | ||||
Increase (decrease) on post-retirement benefit obligations |
2,417 | (2,075) |
Beginning December 31, 2012, the Company began participation in the pension plan sponsored by GWL&A Financial. During 2017, that plan froze all future benefit accruals for pension-eligible participants as of December 31, 2017. The Companys share of net expense for the pension plan was $3,057, $0 and $0 during the years ended December 31, 2018, 2017 and 2016.
In August 2017, the Company filed an application for a compliance statement from the IRS under their Voluntary Correction Program with respect to operational matters under the pension plan. The IRS issued a compliance statement approving the Companys request in November 2018. The corrective measure will result in a payment of approximately $7 million to the plan in 2019.
The Company offers unfunded, non-qualified deferred compensation plans to a select group of executives, management and highly compensated individuals. Participants defer a portion of their compensation and realize potential market gains / losses or interest on the amount deferred. The programs are not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are included in Amounts withheld or retained by company as agent or trustee in the accompanying statutory financial statements, are $35,588 and $33,454 at December 31, 2018 and 2017, respectively.
The Company sponsors a qualified defined contribution benefit plan covering all employees. Under this plan, employees may contribute a percentage of their annual compensation to the plan up to certain maximums, as defined by the plan and by the Internal Revenue Service (IRS). Currently, the Company matches a percentage of employee contributions in cash. The Company recognized $11,935, $8,713 and $7,275 in expense related to this plan for the years ended December 31, 2018, 2017 and 2016, respectively.
Equity Awards
Lifeco, of which the Company is an indirect wholly-owned subsidiary, maintains the Great-West Lifeco Inc. Stock Option Plan (the Lifeco plan) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. Options are granted with exercise prices not less than the average market price of the shares on the five days preceding the date of the grant. The Lifeco plan provides for the granting of options with varying terms and vesting requirements with vesting commencing on the first anniversary of the grant, exercisable within 10 years from the date of grant. Compensation expense is recognized in the Companys financial statements over the vesting period of these stock options using the accelerated method of recognition.
Termination of employment prior to the vesting of the options results in the forfeiture of the unvested options, unless otherwise determined by the Human Resources Committee. At its discretion, the Human Resources Committee may vest the unvested options of retiring option holders, with the options exercisable within five years from the date of retirement. In such event, the Company
54
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
accelerates the recognition period to the date of retirement for any unrecognized share-based compensation cost related thereto and recognizes it in its earnings at that time.
Liability Awards
The Company maintains a Performance Share Unit Plan (PSU plan) for officers and employees of the Company. Under the PSU plan, performance share units are granted to certain of its officers and employees of the Company. Each performance unit has a value equal to one share of Lifeco common stock and is subject to adjustment for cash dividends paid to Lifeco stockholders, Company earnings results as well as stock dividends and splits, consolidations and the like that affect shares of Lifeco common stock outstanding.
If the performance share units vest, they are payable in cash equal to the average closing price of Lifeco common stock for the 20 trading days prior to the date following the last day of the three-year performance period. The estimated fair value of the performance unit is based on the average closing price of Lifeco common stock for the 20 trading days prior to the grant. The performance share units generally vest in their entirety at the end of the three years 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. Changes in the fair value of the performance share units that occur during the vesting period is recognized as compensation cost over that period.
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 Share-Based Compensation
The compensation expense related to share-based compensation was as follows:
Year Ended December 31, | ||||||||||||
|
|
|||||||||||
2018 | 2017 | 2016 | ||||||||||
|
|
|
|
|||||||||
Lifeco Stock Plan |
$ | 768 | $ | 1,451 | $ | 2,113 | ||||||
Performance Share Unit Plan |
5,388 | 7,207 | 5,318 | |||||||||
|
|
|
|
|||||||||
Total compensation expense |
$ | 6,156 | $ | 8,658 | $ | 7,431 | ||||||
|
|
|
|
|||||||||
Income tax benefits |
$ | 1,243 | $ | 2,831 | $ | 2,445 |
During the year ended December 31, 2018, 2017 and 2016, the Company had $26, $769 and $555 respectively, income tax benefits realized from stock options exercised.
The following table presents the total unrecognized compensation expense related to share-based compensation at December 31, 2018 and the expected weighted average period over which these expenses will be recognized:
Expense | Weighted average period (years) |
|||||||
|
|
|
|
|||||
Lifeco Stock Plan |
$ | 819 | 1.6 | |||||
Performance Share Unit Plan |
8,403 | 1.4 |
Equity Award Activity
During the year ended December 31, 2018, Lifeco granted 473,400 stock options to employees of the Company. These stock options vest over five-year periods ending in 2023. Compensation expense of $448 will be recognized in the Companys financial statements over the vesting period of these stock options using the accelerated method of recognition.
55
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(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. 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, 2018 |
3,446,975 | $ | 24.88 | |||||||||||
Granted |
473,400 | 25.15 | ||||||||||||
Exercised |
(114,589 | ) | 21.06 | |||||||||||
Cancelled and expired |
(156,000 | ) | 24.54 | |||||||||||
|
|
|||||||||||||
Outstanding, December 31, 2018 |
3,649,786 | 23.32 | 5.9 | $ | 2,339 | |||||||||
|
|
|||||||||||||
Vested and expected to vest, December 31, 2018 |
3,649,786 | 23.32 | 5.9 | 2,144 | ||||||||||
Exercisable, December 31, 2018 |
2,323,353 | 21.95 | 4.7 | 2,144 |
(1) The aggregate intrinsic value is calculated as the difference between the market price of Lifeco common shares on December 31, 2018 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:
Year Ended December 31, | ||||||||||||
|
|
|||||||||||
2018 | 2017 | 2016 | ||||||||||
|
|
|
|
|
|
|||||||
Weighted average fair value of options granted |
$ | 0.95 | $ | 2.75 | $ | 2.74 | ||||||
Intrinsic value of options exercised (1) |
345 | 2,869 | 2,102 | |||||||||
Fair value of options vested |
1,115 | 2,203 | 1,605 |
(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, 2018, 2017 and 2016 was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
Year Ended December 31, | ||||||||||||
|
|
|||||||||||
2018 | 2017 | 2016 | ||||||||||
|
|
|
|
|
|
|||||||
Dividend yield |
4.55 | % | 3.98 | % | 3.99 | % | ||||||
Expected volatility |
9.01 | % | 13.99 | % | 19.03 | % | ||||||
Risk free interest rate |
2.03 | % | 1.25 | % | 0.80 | % | ||||||
Expected duration (years) |
6.0 | 6.0 | 6.0 |
Liability Award Activity
The following table summarizes the status of, and changes in, the Performance Share Unit Plan units granted to Company employees which are outstanding:
Performance Units | ||||
|
|
| ||
Outstanding, January 1, 2018 |
681,510 | |||
Granted |
405,464 | |||
Forfeited |
(18,397 | ) | ||
Paid |
(157,510 | ) | ||
|
|
| ||
Outstanding, December 31, 2018 |
911,067 | |||
|
|
| ||
Vested and expected to vest, December 31, 2018 |
911,067 |
56
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
The cash payment in settlement of the Performance Share Unit Plan units was $4,104, $3,398 and $3,988 for the years ended December 31, 2018, 2017 and 2016, respectively.
57
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
Individual life insurance premiums paid, net of reinsurance, under individual life insurance participating policies were 1%, 6%, and (2)% of total individual life insurance premiums earned during the years ended December 31, 2018, 2017 and 2016 respectively. The Company accounts for its policyholder dividends based upon the three-factor formula. The Company paid dividends in the amount of $31,276, $38,782 and $45,842 to its policyholders during the years ended December 31, 2018, 2017 and 2016, respectively.
No customer accounted for 10% or more of the Companys revenues during the year ended December 31, 2018. In addition, neither Individual Markets nor Empower Retirement is dependent upon a single customer or a few customers. The loss of business from any one, or a few, independent brokers or agents would not have a material adverse effect on the Company or any of its business agents.
20. Commitments and Contingencies
Future Contractual Obligations
The following table summarizes the Companys estimated future contractual obligations:
Payment due by period | ||||||||||||||||||||||||||||
|
2019 | 2020 | 2021 | 2022 | 2023 | Thereafter | Total | |||||||||||||||||||||
Surplus notes - principal (1) |
$ | | $ | | $ | | $ | | $ | | $ | 553,219 | $ | 553,219 | ||||||||||||||
Surplus notes - interest (2) |
30,335 | 30,335 | 30,335 | 30,335 | 30,335 | 557,094 | 708,769 | |||||||||||||||||||||
Investment purchase obligations (3) |
136,396 | | | | | | 136,396 | |||||||||||||||||||||
Operating leases (4) |
9,929 | 7,844 | 3,717 | 1,235 | 1,037 | 11,743 | 35,505 | |||||||||||||||||||||
Other liabilities (5) |
23,334 | 26,774 | 12,695 | 19,579 | 6,935 | 16,204 | 105,521 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total |
$ | 199,994 | $ | 64,953 | $ | 46,747 | $ | 51,149 | $ | 38,307 | $ | 1,138,260 | $ | 1,539,410 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Surplus notes principal - Represents contractual maturities of principal due to the Companys parent, GWL&A Financial, under the terms of three long-term surplus notes. The amounts shown in this table differ from the amounts included in the Companys Statement of Admitted Assets, Liabilities, Capital and Surplus because the amounts shown above do not consider the discount upon the issuance of one of the surplus notes.
(2) Surplus notes interest - One long-term surplus note bears interest at a fixed rate through maturity. The second surplus note bore interest initially at a fixed rate but changed during 2016 to be based upon the current three-month London Interbank Offering Rate in addition to a spread. The third long-term surplus note bears interest at a fixed rate through maturity. The interest payments shown in this table are calculated based upon the contractual rates in effect on December 31, 2018 and do not consider the impact of future interest rate changes.
(3) Investment purchase obligations - The Company makes commitments to fund partnership interests, mortgage loans, 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, 2018 and 2017 were $136,396 and $313,242, of which $104,286 and $114,726 were related to cost basis limited partnership interests, respectively. All unfunded commitments at December 31, 2018 were due within one year. At December 31, 2017, $312,152 is due within one year, and $1,090 is due within one to three years.
(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 Companys operating lease obligations. Rent expense for the years ended December 31, 2018, 2017 and 2016 were $27,768, $28,244 and $27,815 respectively.
58
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
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 benefit payments for the Companys post-retirement medical plan and supplemental executive retirement plan through 2027 |
| Unrecognized tax benefits |
| Miscellaneous purchase obligations to acquire goods and services |
The Company has a revolving credit facility agreement in the amount of $50,000 for general corporate purposes. The credit facility expired on March 1, 2018 and was replaced with a revolving credit facility agreement in the amount of $50,000 with an expiration date of March 1, 2023. 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, of $1,022,680, as defined in the credit facility agreement (compiled on the unconsolidated statutory accounting basis prescribed by the NAIC), at any time. The Company was in compliance with all covenants at December 31, 2018 and 2017. At December 31, 2018 and 2017 there were no outstanding amounts related to the current and prior credit facilities.
In addition, the Company has other letters of credit with a total amount of $9,095, renewable annually for an indefinite period of time. At December 31, 2018 and 2017, there were no outstanding amounts related to those letters of credit.
Contingencies
From time to time, the Company may be threatened with, or named as a defendant in, lawsuits, arbitrations, and administrative claims. Any such claims that are decided against the Company could harm the Companys business. The Company is also subject to periodic regulatory audits and inspections which could result in fines or other disciplinary actions. Unfavorable outcomes in such matters may result in a material impact on the Companys financial position, results of operations, or cash flows.
The Company is defending lawsuits relating to the costs and features of certain of its retirement or fund products. Management believes the claims are without merit and will defend these actions. Based on the information known, these actions will not have a material adverse effect on the financial position of the Company.
The Company is involved in other various legal proceedings that arise in the ordinary course of its business. In the opinion of management, after consultation with counsel, the likelihood of loss from the resolution of these proceedings is remote and/or the estimated loss is not expected to have a material effect on the Companys financial position, results of its operations, or cash flows.
The Company and GWL&A NY have an agreement whereby the Company has committed to provide financial support to GWL&A NY related to the maintenance of adequate regulatory surplus and liquidity. The Company is obligated to invest in shares of GWL&A NY in order for GWL&A NY to maintain the capital and surplus at the greater of 1) $6,000, 2) 200% of GWL&A NY RBC minimum capital requirements if GWL&A NY total assets are less than $3,000,000 or 3) 175% of GWL&A NY RBC minimum capital requirements if GWL&A NY total assets are $3,000,000 or more. There is no limitation on the maximum potential future payments under the guarantee. The Company has no liability at December 31, 2018 and 2017 for obligations under the guarantee.
Management has evaluated subsequent events for potential recognition or disclosure in the Companys statutory financial statements through March 12, 2019, the date on which they were issued.
On January 24, 2019, the Company announced that it had entered into an agreement with Protective Life Insurance Company (Protective) to sell, via indemnity reinsurance, substantially all of its non-participating individual life insurance and annuity
59
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Notes to Statutory Financial Statements
(In Thousands, Except Share Amounts)
business and group life and health business. The transaction is in its initial stage, and is expected to close in the first half of 2019 subject to regulatory and customary closing conditions. On the closing date of the proposed transaction, the Company will transfer to Protective assets equal to the statutory liabilities being reinsured and will receive a ceding commission (subject to post-closing adjustments) from Protective in consideration of the transferred business.
60
COLI VUL-2 Series Account
of Great-West Life & Annuity
Insurance Company
Annual Statement for the Year Ended
December 31, 2018 and Report of Independent
Registered Public Accounting Firm
COLI VUL-2 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
ALGER SMALL CAP GROWTH PORTFOLIO |
AMERICAN CENTURY INVESTMENTS VP CAPITAL APPRECIATION FUND |
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND |
AMERICAN CENTURY INVESTMENTS VP INFLATION PROTECTION FUND |
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND |
AMERICAN CENTURY INVESTMENTS VP VALUE FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 455,483 | $ | 173,675 | $ | 21 | $ | 644,013 | $ | 51,535 | $ | 844,297 | ||||||||||||||||||||||||||
Investment income due and accrued |
||||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
455,483 | 173,675 | 21 | 644,013 | 51,535 | 844,297 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 455,483 | $ | 173,675 | $ | 21 | $ | 644,013 | $ | 51,535 | $ | 844,297 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 455,483 | $ | 173,675 | $ | 21 | $ | 644,013 | $ | 51,535 | $ | 844,297 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
2,751 | 13,113 | 1 | 63,575 | 4,207 | 21,181 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 165.57 | $ | 13.24 | $ | 21.00 | $ | 10.13 | $ | 12.25 | $ | 39.86 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 435,609 | $ | 188,984 | $ | 23 | $ | 677,016 | $ | 54,583 | $ | 863,344 | ||||||||||||||||||||||||||
Shares of investments: |
19,440 | 12,257 | 2 | 66,806 | 5,402 | 84,345 |
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, 2018
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 |
BLACKROCK GLOBAL ALLOCATION VI FUND |
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 125,634 | $ | 2,394,145 | $ | 1,468,841 | $ | 1,567,789 | $ | 20,904 | $ | 47,544 | ||||||||||||||||||||||||||
Investment income due and accrued |
||||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
125,634 | 2,394,145 | 1,468,841 | 1,567,789 | 20,904 | 47,544 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 125,634 | $ | 2,394,145 | $ | 1,468,841 | $ | 1,567,789 | $ | 20,904 | $ | 47,544 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 125,634 | $ | 2,394,145 | $ | 1,468,841 | $ | 1,567,789 | $ | 20,904 | $ | 47,544 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
8,765 | 97,951 | 117,101 | 79,891 | 1,916 | 4,336 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 14.33 | $ | 24.44 | $ | 12.54 | $ | 19.62 | $ | 10.91 | $ | 10.96 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 149,171 | $ | 2,450,622 | $ | 1,567,954 | $ | 1,663,612 | $ | 23,478 | $ | 55,243 | ||||||||||||||||||||||||||
Shares of investments: |
5,937 | 34,458 | 83,457 | 75,411 | 1,376 | 2,755 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO |
COLUMBIA VARIABLE PORTFOLIO- SMALL CAP VALUE FUND |
DAVIS FINANCIAL PORTFOLIO |
DAVIS VALUE PORTFOLIO |
DELAWARE VIP INTERNATIONAL VALUE EQUITY SERIES |
DELAWARE VIP SMALL CAP VALUE SERIES | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 52,591 | $ | 56,374 | $ | 40,784 | $ | 98,420 | $ | 78 | $ | 31,720 | ||||||||||||||||||||||||||
Investment income due and accrued |
||||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
52,591 | 56,374 | 40,784 | 98,420 | 78 | 31,720 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 52,591 | $ | 56,374 | $ | 40,784 | $ | 98,420 | $ | 78 | $ | 31,720 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 52,591 | $ | 56,374 | $ | 40,784 | $ | 98,420 | $ | 78 | $ | 31,720 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
3,611 | 2,086 | 1,864 | 4,515 | 7 | 2,671 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 14.56 | $ | 27.02 | $ | 21.88 | $ | 21.80 | $ | 11.14 | $ | 11.88 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 54,673 | $ | 75,117 | $ | 50,249 | $ | 127,168 | $ | 93 | $ | 39,130 | ||||||||||||||||||||||||||
Shares of investments: |
2,202 | 3,964 | 3,531 | 14,284 | 7 | 974 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
DREYFUS STOCK INDEX FUND |
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO |
DWS CROCI® U.S. VIP |
DWS HIGH INCOME VIP |
DWS SMALL CAP INDEX VIP |
DWS SMALL MID CAP VALUE VIP | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 24,867,692 | $ | 52,041 | $ | 281,480 | $ | 65,029 | $ | 5,912,937 | $ | 1,556,394 | ||||||||||||||||||||||||||
Investment income due and accrued |
119,312 | |||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
24 | |||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
26 | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
24,987,028 | 52,041 | 281,480 | 65,029 | 5,912,963 | 1,556,394 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
26 | |||||||||||||||||||||||||||||||||||||
Redemptions payable |
24 | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
24 | 0 | 0 | 0 | 26 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 24,987,004 | $ | 52,041 | $ | 281,480 | $ | 65,029 | $ | 5,912,937 | $ | 1,556,394 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 24,987,004 | $ | 52,041 | $ | 281,480 | $ | 65,029 | $ | 5,912,937 | $ | 1,556,394 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
1,060,105 | 2,586 | 19,497 | 3,631 | 272,250 | 70,013 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 23.57 | $ | 20.12 | $ | 14.44 | $ | 17.91 | $ | 21.72 | $ | 22.23 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 21,036,424 | $ | 59,235 | $ | 297,163 | $ | 70,607 | $ | 6,530,643 | $ | 1,988,821 | ||||||||||||||||||||||||||
Shares of investments: |
507,711 | 2,945 | 20,912 | 11,389 | 394,986 | 127,469 |
The accompanying notes are an integral part of these financial statements. | (Continued) |
COLI VUL-2 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2018
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 |
GOLDMAN SACHS VIT MID CAP VALUE FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 144,338 | $ | 2,660,248 | $ | 738,672 | $ | 280,461 | $ | 885,128 | $ | 44,837 | ||||||||||||||||||||||||||
Investment income due and accrued |
||||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
144,338 | 2,660,248 | 738,672 | 280,461 | 885,128 | 44,837 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 144,338 | $ | 2,660,248 | $ | 738,672 | $ | 280,461 | $ | 885,128 | $ | 44,837 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 144,338 | $ | 2,660,248 | $ | 738,672 | $ | 280,461 | $ | 885,128 | $ | 44,837 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
5,416 | 81,166 | 31,857 | 13,019 | 18,847 | 3,270 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 26.65 | $ | 32.78 | $ | 23.19 | $ | 21.54 | $ | 46.96 | $ | 13.71 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 139,944 | $ | 2,863,897 | $ | 731,469 | $ | 289,441 | $ | 1,008,741 | $ | 57,915 | ||||||||||||||||||||||||||
Shares of investments: |
7,781 | 84,965 | 11,931 | 23,313 | 30,292 | 3,478 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
GREAT-WEST AGGRESSIVE PROFILE FUND |
GREAT-WEST ARIEL MID CAP VALUE FUND |
GREAT-WEST BOND INDEX FUND |
GREAT-WEST CONSERVATIVE PROFILE FUND |
GREAT-WEST CORE BOND FUND |
GREAT-WEST EMERGING MARKETS EQUITY FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 1,083,583 | $ | 196,813 | $ | 1,975,994 | $ | 792,267 | $ | 2,394,461 | $ | 2,085 | ||||||||||||||||||||||||||
Investment income due and accrued |
||||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
1,083,583 | 196,813 | 1,975,994 | 792,267 | 2,394,461 | 2,085 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 1,083,583 | $ | 196,813 | $ | 1,975,994 | $ | 792,267 | $ | 2,394,461 | $ | 2,085 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 1,083,583 | $ | 196,813 | $ | 1,975,994 | $ | 792,267 | $ | 2,394,461 | $ | 2,085 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
107,222 | 4,397 | 138,949 | 78,473 | 166,396 | 253 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 10.11 | $ | 44.76 | $ | 14.22 | $ | 10.10 | $ | 14.39 | $ | 8.24 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 1,369,812 | $ | 225,694 | $ | 2,010,201 | $ | 817,951 | $ | 2,507,889 | $ | 2,053 | ||||||||||||||||||||||||||
Shares of investments: |
195,240 | 133,886 | 145,615 | 105,777 | 231,349 | 268 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
GREAT-WEST GLOBAL BOND FUND |
GREAT-WEST GOVERNMENT MONEY MARKET FUND |
GREAT-WEST INTERNATIONAL INDEX FUND |
GREAT-WEST INTERNATIONAL VALUE FUND |
GREAT-WEST LARGE CAP GROWTH FUND |
GREAT-WEST LIFETIME 2015 FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 4,772,828 | $ | 8,690,776 | $ | 54,164 | $ | 5,064,402 | $ | 207,050 | $ | 1,646,998 | ||||||||||||||||||||||||||
Investment income due and accrued |
1,397 | |||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
14 | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
4,772,828 | 8,692,187 | 54,164 | 5,064,402 | 207,050 | 1,646,998 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
14 | |||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 14 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 4,772,828 | $ | 8,692,173 | $ | 54,164 | $ | 5,064,402 | $ | 207,050 | $ | 1,646,998 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 4,772,828 | $ | 8,692,173 | $ | 54,164 | $ | 5,064,402 | $ | 207,050 | $ | 1,646,998 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
336,028 | 656,196 | 4,857 | 435,820 | 6,566 | 148,678 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 14.20 | $ | 13.25 | $ | 11.15 | $ | 11.62 | $ | 31.53 | $ | 11.08 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 5,246,267 | $ | 8,690,776 | $ | 56,898 | $ | 6,435,625 | $ | 240,380 | $ | 1,823,952 | ||||||||||||||||||||||||||
Shares of investments: |
591,429 | 8,690,776 | 5,368 | 539,340 | 25,189 | 129,481 |
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, 2018
INVESTMENT DIVISIONS |
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GREAT-WEST LIFETIME 2020 FUND |
GREAT-WEST LIFETIME 2025 FUND |
GREAT-WEST LIFETIME 2030 FUND |
GREAT-WEST LIFETIME 2035 FUND |
GREAT-WEST LIFETIME 2040 FUND |
GREAT-WEST LIFETIME 2045 FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
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Investments at fair value (1) |
$ | 443,605 | $ | 2,159,380 | $ | 1,210,928 | $ | 1,549,084 | $ | 579,839 | $ | 485,706 | ||||||||||||||||||||||||||
Investment income due and accrued |
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Receivable for investments sold |
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Purchase payments receivable |
8 | |||||||||||||||||||||||||||||||||||||
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Total assets |
443,605 | 2,159,380 | 1,210,928 | 1,549,084 | 579,847 | 485,706 | ||||||||||||||||||||||||||||||||
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LIABILITIES: |
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Payable for investments purchased |
8 | |||||||||||||||||||||||||||||||||||||
Redemptions payable |
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Total liabilities |
0 | 0 | 0 | 0 | 8 | 0 | ||||||||||||||||||||||||||||||||
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NET ASSETS |
$ | 443,605 | $ | 2,159,380 | $ | 1,210,928 | $ | 1,549,084 | $ | 579,839 | $ | 485,706 | ||||||||||||||||||||||||||
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NET ASSETS REPRESENTED BY: |
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Accumulation units |
$ | 443,605 | $ | 2,159,380 | $ | 1,210,928 | $ | 1,549,084 | $ | 579,839 | $ | 485,706 | ||||||||||||||||||||||||||
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ACCUMULATION UNITS OUTSTANDING |
39,591 | 191,021 | 105,326 | 134,062 | 49,646 | 41,863 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 11.20 | $ | 11.30 | $ | 11.50 | $ | 11.55 | $ | 11.68 | $ | 11.60 | ||||||||||||||||||||||||||
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(1) Cost of investments: |
$ | 501,174 | $ | 2,410,389 | $ | 1,355,992 | $ | 1,836,373 | $ | 678,173 | $ | 567,697 | ||||||||||||||||||||||||||
Shares of investments: |
44,361 | 163,713 | 119,539 | 121,783 | 58,510 | 38,579 |
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, 2018
INVESTMENT DIVISIONS |
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GREAT-WEST LIFETIME 2050 FUND |
GREAT-WEST LIFETIME 2055 FUND |
GREAT-WEST LOOMIS SAYLES SMALL CAP VALUE FUND |
GREAT-WEST MID CAP VALUE FUND |
GREAT-WEST MODERATE PROFILE FUND |
GREAT-WEST MODERATELY AGGRESSIVE PROFILE FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
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Investments at fair value (1) |
$ | 228,159 | $ | 172,961 | $ | 755,793 | $ | 81,373 | $ | 283,209 | $ | 77,197 | ||||||||||||||||||||||||||
Investment income due and accrued |
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Receivable for investments sold |
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Purchase payments receivable |
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Total assets |
228,159 | 172,961 | 755,793 | 81,373 | 283,209 | 77,197 | ||||||||||||||||||||||||||||||||
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LIABILITIES: |
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Payable for investments purchased |
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Redemptions payable |
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Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
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NET ASSETS |
$ | 228,159 | $ | 172,961 | $ | 755,793 | $ | 81,373 | $ | 283,209 | $ | 77,197 | ||||||||||||||||||||||||||
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NET ASSETS REPRESENTED BY: |
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Accumulation units |
$ | 228,159 | $ | 172,961 | $ | 755,793 | $ | 81,373 | $ | 283,209 | $ | 77,197 | ||||||||||||||||||||||||||
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ACCUMULATION UNITS OUTSTANDING |
19,520 | 14,937 | 21,531 | 7,024 | 27,995 | 7,633 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 11.69 | $ | 11.58 | $ | 35.10 | $ | 11.58 | $ | 10.12 | $ | 10.11 | ||||||||||||||||||||||||||
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(1) Cost of investments: |
$ | 253,717 | $ | 192,326 | $ | 847,945 | $ | 98,654 | $ | 328,301 | $ | 92,253 | ||||||||||||||||||||||||||
Shares of investments: |
22,368 | 11,417 | 33,222 | 7,779 | 45,605 | 11,123 |
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, 2018
INVESTMENT DIVISIONS |
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GREAT-WEST MODERATELY CONSERVATIVE PROFILE FUND |
GREAT-WEST MULTI-SECTOR BOND FUND |
GREAT-WEST REAL ESTATE INDEX FUND |
GREAT-WEST S&P MID CAP 400® INDEX FUND |
GREAT-WEST S&P SMALL CAP 600® INDEX FUND |
GREAT-WEST SHORT DURATION BOND FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
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Investments at fair value (1) |
$ | 87,352 | $ | 506,881 | $ | 194,734 | $ | 1,387,673 | $ | 14,078 | $ | 7,645,234 | ||||||||||||||||||||||||||
Investment income due and accrued |
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Receivable for investments sold |
27 | |||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
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Total assets |
87,352 | 506,881 | 194,734 | 1,387,700 | 14,078 | 7,645,234 | ||||||||||||||||||||||||||||||||
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LIABILITIES: |
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Payable for investments purchased |
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Redemptions payable |
27 | |||||||||||||||||||||||||||||||||||||
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Total liabilities |
0 | 0 | 0 | 27 | 0 | 0 | ||||||||||||||||||||||||||||||||
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NET ASSETS |
$ | 87,352 | $ | 506,881 | $ | 194,734 | $ | 1,387,673 | $ | 14,078 | $ | 7,645,234 | ||||||||||||||||||||||||||
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NET ASSETS REPRESENTED BY: |
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Accumulation units |
$ | 87,352 | $ | 506,881 | $ | 194,734 | $ | 1,387,673 | $ | 14,078 | $ | 7,645,234 | ||||||||||||||||||||||||||
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ACCUMULATION UNITS OUTSTANDING |
8,645 | 13,336 | 15,574 | 89,851 | 1,090 | 542,209 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 10.10 | $ | 38.01 | $ | 12.50 | $ | 15.44 | $ | 12.92 | $ | 14.10 | ||||||||||||||||||||||||||
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(1) Cost of investments: |
$ | 98,237 | $ | 521,343 | $ | 214,386 | $ | 1,631,481 | $ | 14,796 | $ | 7,761,047 | ||||||||||||||||||||||||||
Shares of investments: |
11,085 | 40,165 | 18,234 | 100,775 | 1,305 | 750,268 |
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, 2018
INVESTMENT DIVISIONS |
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GREAT-WEST T. ROWE PRICE EQUITY INCOME FUND |
GREAT-WEST T. ROWE PRICE MID CAP GROWTH FUND |
GREAT-WEST U.S. GOVERNMENT SECURITIES FUND |
INVESCO V.I. CORE EQUITY FUND |
INVESCO V.I. GLOBAL REAL ESTATE FUND |
INVESCO V.I. HEALTH CARE FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
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Investments at fair value (1) |
$ | 1,624,599 | $ | 3,762,974 | $ | 2,963,805 | $ | 19,388 | $ | 1,471,044 | $ | 81,105 | ||||||||||||||||||||||||||
Investment income due and accrued |
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Receivable for investments sold |
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Purchase payments receivable |
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Total assets |
1,624,599 | 3,762,974 | 2,963,805 | 19,388 | 1,471,044 | 81,105 | ||||||||||||||||||||||||||||||||
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LIABILITIES: |
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Payable for investments purchased |
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Redemptions payable |
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Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
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NET ASSETS |
$ | 1,624,599 | $ | 3,762,974 | $ | 2,963,805 | $ | 19,388 | $ | 1,471,044 | $ | 81,105 | ||||||||||||||||||||||||||
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NET ASSETS REPRESENTED BY: |
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Accumulation units |
$ | 1,624,599 | $ | 3,762,974 | $ | 2,963,805 | $ | 19,388 | $ | 1,471,044 | $ | 81,105 | ||||||||||||||||||||||||||
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ACCUMULATION UNITS OUTSTANDING |
60,750 | 88,693 | 133,853 | 908 | 39,828 | 2,639 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 26.74 | $ | 42.43 | $ | 22.14 | $ | 21.35 | $ | 36.93 | $ | 30.73 | ||||||||||||||||||||||||||
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(1) Cost of investments: |
$ | 1,701,806 | $ | 3,832,400 | $ | 3,062,630 | $ | 22,716 | $ | 1,553,570 | $ | 89,941 | ||||||||||||||||||||||||||
Shares of investments: |
90,406 | 156,791 | 251,596 | 627 | 94,784 | 3,465 |
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, 2018
INVESTMENT DIVISIONS |
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INVESCO V.I. INTERNATIONAL GROWTH FUND |
INVESCO V.I. MID CAP CORE EQUITY FUND |
INVESCO V.I. TECHNOLOGY FUND |
JANUS HENDERSON VIT BALANCED PORTFOLIO |
JANUS HENDERSON VIT FLEXIBLE BOND PORTFOLIO |
JANUS HENDERSON VIT FORTY PORTFOLIO | |||||||||||||||||||||||||||||||||
ASSETS: |
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Investments at fair value (1) |
$ | 3,100,458 | $ | 196,181 | $ | 129,460 | $ | 2,200,424 | $ | 1,804,920 | $ | 2,256,775 | ||||||||||||||||||||||||||
Investment income due and accrued |
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Receivable for investments sold |
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Purchase payments receivable |
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Total assets |
3,100,458 | 196,181 | 129,460 | 2,200,424 | 1,804,920 | 2,256,775 | ||||||||||||||||||||||||||||||||
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LIABILITIES: |
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Payable for investments purchased |
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Redemptions payable |
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Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
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NET ASSETS |
$ | 3,100,458 | $ | 196,181 | $ | 129,460 | $ | 2,200,424 | $ | 1,804,920 | $ | 2,256,775 | ||||||||||||||||||||||||||
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NET ASSETS REPRESENTED BY: |
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Accumulation units |
$ | 3,100,458 | $ | 196,181 | $ | 129,460 | $ | 2,200,424 | $ | 1,804,920 | $ | 2,256,775 | ||||||||||||||||||||||||||
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ACCUMULATION UNITS OUTSTANDING |
203,419 | 8,707 | 5,259 | 71,151 | 68,530 | 49,567 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 15.24 | $ | 22.53 | $ | 24.62 | $ | 30.93 | $ | 26.34 | $ | 45.53 | ||||||||||||||||||||||||||
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(1) Cost of investments: |
$ | 3,319,677 | $ | 239,306 | $ | 118,557 | $ | 2,217,050 | $ | 1,819,003 | $ | 2,629,797 | ||||||||||||||||||||||||||
Shares of investments: |
94,010 | 17,883 | 5,906 | 65,198 | 161,010 | 64,113 |
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, 2018
INVESTMENT DIVISIONS |
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JANUS HENDERSON VIT GLOBAL RESEARCH PORTFOLIO |
JANUS HENDERSON VIT GLOBAL TECHNOLOGY PORTFOLIO |
JANUS HENDERSON VIT OVERSEAS PORTFOLIO |
LORD ABBETT SERIES DEVELOPING GROWTH PORTFOLIO |
MFS VIT III MID CAP VALUE PORTFOLIO |
MFS VIT MID CAP GROWTH SERIES | |||||||||||||||||||||||||||||||||
ASSETS: |
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Investments at fair value (1) |
$ | 757,306 | $ | 921,762 | $ | 49,358 | $ | 80,521 | $ | 2,456 | $ | 2,320 | ||||||||||||||||||||||||||
Investment income due and accrued |
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Receivable for investments sold |
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Purchase payments receivable |
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Total assets |
757,306 | 921,762 | 49,358 | 80,521 | 2,456 | 2,320 | ||||||||||||||||||||||||||||||||
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LIABILITIES: |
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Payable for investments purchased |
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Redemptions payable |
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Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
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NET ASSETS |
$ | 757,306 | $ | 921,762 | $ | 49,358 | $ | 80,521 | $ | 2,456 | $ | 2,320 | ||||||||||||||||||||||||||
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NET ASSETS REPRESENTED BY: |
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Accumulation units |
$ | 757,306 | $ | 921,762 | $ | 49,358 | $ | 80,521 | $ | 2,456 | $ | 2,320 | ||||||||||||||||||||||||||
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| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
58,581 | 21,903 | 1,996 | 6,917 | 253 | 199 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 12.93 | $ | 42.08 | $ | 24.73 | $ | 11.64 | $ | 9.71 | $ | 11.66 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 706,699 | $ | 987,998 | $ | 57,237 | $ | 92,811 | $ | 2,390 | $ | 2,213 | ||||||||||||||||||||||||||
Shares of investments: |
16,068 | 83,342 | 1,848 | 3,225 | 331 | 282 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
MFS VIT TOTAL RETURN BOND SERIES |
MFS VIT VALUE SERIES |
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO |
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO |
NEUBERGER BERMAN AMT MID CAP GROWTH PORTFOLIO |
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 907,848 | $ | 356,133 | $ | 19,368 | $ | 8,069 | $ | 12,988 | $ | 713,744 | ||||||||||||||||||||||||||
Investment income due and accrued |
||||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
907,848 | 356,133 | 19,368 | 8,069 | 12,988 | 713,744 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 907,848 | $ | 356,133 | $ | 19,368 | $ | 8,069 | $ | 12,988 | $ | 713,744 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 907,848 | $ | 356,133 | $ | 19,368 | $ | 8,069 | $ | 12,988 | $ | 713,744 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
89,611 | 30,312 | 683 | 290 | 576 | 32,280 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 10.13 | $ | 11.75 | $ | 28.36 | $ | 27.82 | $ | 22.55 | $ | 22.11 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 968,928 | $ | 404,939 | $ | 21,626 | $ | 7,327 | $ | 14,181 | $ | 855,256 | ||||||||||||||||||||||||||
Shares of investments: |
71,767 | 20,586 | 1,442 | 553 | 539 | 45,490 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
NEUBERGER BERMAN AMT SUSTAINABLE EQUITY PORTFOLIO |
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA |
PIMCO VIT HIGH YIELD PORTFOLIO |
PIMCO VIT LOW DURATION PORTFOLIO |
PIMCO VIT REAL RETURN PORTFOLIO |
PIMCO VIT TOTAL RETURN PORTFOLIO | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 77,183 | $ | 913,048 | $ | 179,729 | $ | 6,107,035 | $ | 509,339 | $ | 3,535,406 | ||||||||||||||||||||||||||
Investment income due and accrued |
761 | 15,863 | 889 | 9,563 | ||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
77,183 | 913,048 | 180,490 | 6,122,898 | 510,228 | 3,544,969 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 77,183 | $ | 913,048 | $ | 180,490 | $ | 6,122,898 | $ | 510,228 | $ | 3,544,969 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 77,183 | $ | 913,048 | $ | 180,490 | $ | 6,122,898 | $ | 510,228 | $ | 3,544,969 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
2,458 | 80,774 | 7,702 | 403,509 | 29,567 | 181,400 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 31.40 | $ | 11.30 | $ | 23.43 | $ | 15.17 | $ | 17.26 | $ | 19.54 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 86,027 | $ | 1,127,543 | $ | 188,057 | $ | 6,296,928 | $ | 530,432 | $ | 3,722,725 | ||||||||||||||||||||||||||
Shares of investments: |
3,400 | 44,845 | 24,688 | 605,857 | 42,982 | 337,348 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
PIONEER REAL ESTATE SHARES VCT PORTFOLIO |
PUTNAM VT EQUITY INCOME FUND |
PUTNAM VT HIGH YIELD FUND |
PUTNAM VT INCOME FUND |
PUTNAM VT INTERNATIONAL GROWTH FUND |
PUTNAM VT SMALL CAP VALUE FUND | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 49,208 | $ | 341,020 | $ | 721,658 | $ | 135,090 | $ | 44,796 | $ | 78,435 | ||||||||||||||||||||||||||
Investment income due and accrued |
||||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
49,208 | 341,020 | 721,658 | 135,090 | 44,796 | 78,435 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 49,208 | $ | 341,020 | $ | 721,658 | $ | 135,090 | $ | 44,796 | $ | 78,435 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 49,208 | $ | 341,020 | $ | 721,658 | $ | 135,090 | $ | 44,796 | $ | 78,435 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
4,946 | 10,372 | 32,047 | 12,703 | 2,265 | 7,546 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 9.95 | $ | 32.88 | $ | 22.52 | $ | 10.63 | $ | 19.78 | $ | 10.39 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 59,228 | $ | 346,316 | $ | 774,943 | $ | 137,005 | $ | 56,403 | $ | 120,774 | ||||||||||||||||||||||||||
Shares of investments: |
3,921 | 14,605 | 121,491 | 12,625 | 2,537 | 8,696 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||
PUTNAM VT SUSTAINABLE FUTURE FUND |
ROYCE CAPITAL FUND - SMALL- CAP PORTFOLIO |
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO |
VAN ECK VIP EMERGING MARKETS FUND |
VAN ECK VIP GLOBAL HARD ASSETS FUND |
VICTORY RS SMALL CAP GROWTH EQUITY VIP SERIES | |||||||||||||||||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||||||||||||||||
Investments at fair value (1) |
$ | 87,947 | $ | 1,007,690 | $ | 1,586,586 | $ | 45,587 | $ | 779,498 | $ | 6,259 | ||||||||||||||||||||||||||
Investment income due and accrued |
||||||||||||||||||||||||||||||||||||||
Receivable for investments sold |
||||||||||||||||||||||||||||||||||||||
Purchase payments receivable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total assets |
87,947 | 1,007,690 | 1,586,586 | 45,587 | 779,498 | 6,259 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
LIABILITIES: |
||||||||||||||||||||||||||||||||||||||
Payable for investments purchased |
||||||||||||||||||||||||||||||||||||||
Redemptions payable |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total liabilities |
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS |
$ | 87,947 | $ | 1,007,690 | $ | 1,586,586 | $ | 45,587 | $ | 779,498 | $ | 6,259 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET ASSETS REPRESENTED BY: |
||||||||||||||||||||||||||||||||||||||
Accumulation units |
$ | 87,947 | $ | 1,007,690 | $ | 1,586,586 | $ | 45,587 | $ | 779,498 | $ | 6,259 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
ACCUMULATION UNITS OUTSTANDING |
2,589 | 55,536 | 109,856 | 1,121 | 19,412 | 719 | ||||||||||||||||||||||||||||||||
UNIT VALUE (ACCUMULATION) |
$ | 33.97 | $ | 18.14 | $ | 14.44 | $ | 40.67 | $ | 40.16 | $ | 8.71 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
(1) Cost of investments: |
$ | 92,208 | $ | 1,286,442 | $ | 1,550,940 | $ | 49,087 | $ | 955,023 | $ | 5,842 | ||||||||||||||||||||||||||
Shares of investments: |
5,213 | 131,039 | 53,492 | 3,821 | 45,799 | 409 |
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
ALGER SMALL CAP GROWTH PORTFOLIO |
AMERICAN CENTURY INVESTMENTS VP CAPITAL APPRECIATION FUND |
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND |
AMERICAN CENTURY INVESTMENTS VP INFLATION PROTECTION FUND |
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND |
AMERICAN CENTURY INVESTMENTS VP VALUE FUND | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | $ | $ | 44 | $ | 18,104 | $ | 664 | $ | 15,172 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
0 | 0 | 44 | 18,104 | 664 | 15,172 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
(13,948 | ) | 164 | 474 | (2,539 | ) | 416 | 29,606 | ||||||||||||||||||||||||||||
Realized gain distributions |
18,469 | 843 | 293 | 3,435 | 52 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
4,521 | 1,007 | 767 | (2,539 | ) | 3,851 | 29,658 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
7,403 | (14,839 | ) | (731 | ) | (34,080 | ) | (12,711) | (134,347 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
11,924 | (13,832 | ) | 36 | (36,619 | ) | (8,860) | (104,689 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 11,924 | $ | (13,832 | ) | $ | 80 | $ | (18,515 | ) | $ | (8,196) | $ | (89,517 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018
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 |
BLACKROCK GLOBAL ALLOCATION VI FUND |
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO |
|||||||||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||||||||||||
Dividends |
$ | 67 | $ | 11,253 | $ | 28,224 | $ | 15,157 | $ | 218 | $ | 272 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
67 | 11,253 | 28,224 | 15,157 | 218 | 272 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
(1,499 | ) | 4,400 | 39,875 | 10,594 | (3) | 32 | |||||||||||||||||||||||||||||||||||||||
Realized gain distributions |
1,449 | 256,120 | 78,008 | 47,113 | 848 | 978 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
(50 | ) | 260,520 | 117,883 | 57,707 | 845 | 1,010 | |||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(23,879 | ) | (285,953 | ) | (366,366 | ) | (330,745 | ) | (2,574) | (8,144) | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(23,929 | ) | (25,433 | ) | (248,483 | ) | (273,038 | ) | (1,729) | (7,134) | ||||||||||||||||||||||||||||||||||||
|
|
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|
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|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (23,862 | ) | $ | (14,180 | ) | $ | (220,259 | ) | $ | (257,881 | ) | $ | (1,511) | $ | (6,862) | ||||||||||||||||||||||||||||||
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|
|
|
|
|
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|
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|
|
|
|
|
|||||||||||||||||||||||||||||||
(1) For the period July 9, 2018 to December 31, 2018. |
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||||||||||
CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO |
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND |
DAVIS FINANCIAL PORTFOLIO |
DAVIS VALUE PORTFOLIO |
DELAWARE VIP INTERNATIONAL VALUE EQUITY SERIES |
DELAWARE VIP SMALL CAP VALUE SERIES |
|||||||||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||||||||||||
Dividends |
$ | $ | 278 | $ | 520 | $ | 1,006 | $ | $ | 346 | ||||||||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
0 | 278 | 520 | 1,006 | 0 | 346 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
3,032 | 544 | 1,173 | 80 | (2,540) | |||||||||||||||||||||||||||||||||||||||||
Realized gain distributions |
5,938 | 9,998 | 5,381 | 20,234 | 4,143 | |||||||||||||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
8,970 | 10,542 | 6,554 | 20,314 | 0 | 1,603 | ||||||||||||||||||||||||||||||||||||||||
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|
|
|
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|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(7,962 | ) | (23,079 | ) | (11,011 | ) | (36,824 | ) | (15) | (12,190) | ||||||||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
1,008 | (12,537 | ) | (4,457 | ) | (16,510 | ) | (15) | (10,587) | |||||||||||||||||||||||||||||||||||||
|
|
|
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|
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|
|
|||||||||||||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 1,008 | $ | (12,259 | ) | $ | (3,937 | ) | $ | (15,504 | ) | $ | (15) | $ | (10,241) | |||||||||||||||||||||||||||||||
|
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|
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|
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|
|
|
|
|
|||||||||||||||||||||||||||||||
(1) For the period May 29, 2018 to December 31, 2018. |
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||||||||||
DREYFUS STOCK INDEX FUND |
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO |
DWS CROCI® U.S. VIP |
DWS GLOBAL SMALL CAP VIP |
DWS HIGH INCOME VIP |
DWS SMALL CAP INDEX VIP |
|||||||||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||||||||||||
Dividends |
$ | 449,486 | $ | 423 | $ | 7,698 | $ | 370 | $ | 5,173 | $ | 65,936 | ||||||||||||||||||||||||||||||||||
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
449,486 | 423 | 7,698 | 370 | 5,173 | 65,936 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
615,932 | 282 | (4,058 | ) | (8,724 | ) | (126) | 76,522 | ||||||||||||||||||||||||||||||||||||||
Realized gain distributions |
598,723 | 22,042 | 17,417 | 467,982 | ||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
1,214,655 | 282 | 17,984 | 8,693 | (126) | 544,504 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(2,858,477 | ) | (9,353 | ) | (54,923 | ) | (5,268 | ) | (6,627) | (1,362,257) | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(1,643,822 | ) | (9,071 | ) | (36,939 | ) | 3,425 | (6,753) | (817,753) | |||||||||||||||||||||||||||||||||||||
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (1,194,336 | ) | $ | (8,648 | ) | $ | (29,241 | ) | $ | 3,795 | $ | (1,580) | $ | (751,817) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
(1) For the period January 1, 2018 to June 11, 2018. |
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
DWS SMALL MID CAP VALUE VIP |
FEDERATED KAUFMANN FUND II |
FIDELITY VIP CONTRAFUND PORTFOLIO |
FIDELITY VIP GROWTH PORTFOLIO |
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO |
FIDELITY VIP MID CAP PORTFOLIO | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | 23,823 | $ | $ | 12,939 | $ | 356 | $ | 12,042 | $ | 4,188 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
23,823 | 0 | 12,939 | 356 | 12,042 | 4,188 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
19,042 | 2,246 | 35,963 | (8,130 | ) | (7,528) | (561 | ) | ||||||||||||||||||||||||||||
Realized gain distributions |
307,706 | 10,575 | 256,144 | 123,224 | 3,233 | 89,860 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
326,748 | 12,821 | 292,107 | 115,094 | (4,295) | 89,299 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(624,251 | ) | (8,023 | ) | (495,777 | ) | (127,070 | ) | (12,951) | (253,140 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(297,503 | ) | 4,798 | (203,670 | ) | (11,976 | ) | (17,246) | (163,841 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (273,680 | ) | $ | 4,798 | $ | (190,731 | ) | $ | (11,620 | ) | $ | (5,204) | $ | (159,653 | ) | ||||||||||||||||||||
|
|
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|
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|
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|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GOLDMAN SACHS VIT MID CAP VALUE FUND |
GREAT-WEST AGGRESSIVE PROFILE FUND |
GREAT-WEST ARIEL MID CAP VALUE FUND |
GREAT-WEST BOND INDEX FUND |
GREAT-WEST CONSERVATIVE PROFILE FUND |
GREAT-WEST CORE BOND FUND | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | 678 | $ | 29,520 | $ | 3,006 | $ | 26,744 | $ | 13,422 | $ | 56,265 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
678 | 29,520 | 3,006 | 26,744 | 13,422 | 56,265 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
14 | 663 | (19,724 | ) | (5,723 | ) | (124) | (1,495 | ) | |||||||||||||||||||||||||||
Realized gain distributions |
6,152 | 135,347 | 258 | 13,681 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
6,166 | 136,010 | (19,466 | ) | (5,723 | ) | 13,557 | (1,495 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(12,967 | ) | (294,737 | ) | (48,351 | ) | (31,012 | ) | (25,786) | (83,114 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(6,801 | ) | (158,727 | ) | (67,817 | ) | (36,735 | ) | (12,229) | (84,609 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (6,123 | ) | $ | (129,207 | ) | $ | (64,811 | ) | $ | (9,991 | ) | $ | 1,193 | $ | (28,344 | ) | |||||||||||||||||||
|
|
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|
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|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||||||||||
GREAT-WEST EMERGING MARKETS EQUITY FUND |
GREAT-WEST GLOBAL BOND FUND |
GREAT-WEST GOVERNMENT MONEY MARKET FUND |
GREAT-WEST INTERNATIONAL INDEX FUND |
GREAT-WEST INTERNATIONAL VALUE FUND |
GREAT-WEST LARGE CAP GROWTH FUND |
|||||||||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||||||||||||
Dividends |
$ | 17 | $ | 121,094 | $ | 145,671 | $ | 1,103 | $ | 72,240 | $ | 551 | ||||||||||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
17 | 121,094 | 145,671 | 1,103 | 72,240 | 551 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
(120,835 | ) | 302 | 16,385 | 13,181 | |||||||||||||||||||||||||||||||||||||||||
Realized gain distributions |
17,450 | 718 | 1,028,449 | 42,206 | ||||||||||||||||||||||||||||||||||||||||||
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|
|
|
|
|
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|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
0 | (103,385 | ) | 0 | 1,020 | 1,044,834 | 55,387 | |||||||||||||||||||||||||||||||||||||||
|
|
|
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|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
32 | (21,154 | ) | (9,242 | ) | (2,000,998) | (57,932) | |||||||||||||||||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
32 | (124,539 | ) | 0 | (8,222 | ) | (956,164) | (2,545) | ||||||||||||||||||||||||||||||||||||||
|
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|
|
|
|||||||||||||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 49 | $ | (3,445 | ) | $ | 145,671 | $ | (7,119 | ) | $ | (883,924) | $ | (1,994) | ||||||||||||||||||||||||||||||||
|
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|
|
|
|
|
|||||||||||||||||||||||||||||||
(1) For the period December 24, 2018 to December 31, 2018. |
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GREAT-WEST LIFETIME 2015 FUND |
GREAT-WEST LIFETIME 2020 FUND |
GREAT-WEST LIFETIME 2025 FUND |
GREAT-WEST LIFETIME 2030 FUND |
GREAT-WEST LIFETIME 2035 FUND |
GREAT-WEST LIFETIME 2040 FUND | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | 33,724 | $ | 12,767 | $ | 47,013 | $ | 32,549 | $ | 26,457 | $ | 18,311 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
33,724 | 12,767 | 47,013 | 32,549 | 26,457 | 18,311 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
14,771 | 1,273 | 47,246 | 1,130 | 12,885 | (6,062 | ) | |||||||||||||||||||||||||||||
Realized gain distributions |
60,350 | 12,122 | 113,832 | 46,978 | 127,204 | 27,574 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
75,121 | 13,395 | 161,078 | 48,108 | 140,089 | 21,512 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(194,154 | ) | (59,202 | ) | (337,308 | ) | (180,929 | ) | (320,459) | (115,822 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(119,033 | ) | (45,807 | ) | (176,230 | ) | (132,821 | ) | (180,370) | (94,310 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (85,309 | ) | $ | (33,040 | ) | $ | (129,217 | ) | $ | (100,272 | ) | $ | (153,913) | $ | (75,999 | ) | |||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GREAT-WEST LIFETIME 2045 FUND |
GREAT-WEST LIFETIME 2050 FUND |
GREAT-WEST LIFETIME 2055 FUND |
GREAT-WEST LOOMIS SAYLES SMALL CAP VALUE FUND |
GREAT-WEST MID CAP VALUE FUND |
GREAT-WEST MODERATE PROFILE FUND | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | 8,370 | $ | 6,679 | $ | 2,833 | $ | $ | 4,123 | $ | 8,151 | |||||||||||||||||||||||||
|
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|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
8,370 | 6,679 | 2,833 | 0 | 4,123 | 8,151 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
14,738 | 1,394 | 580 | 1,475 | 27 | (394 | ) | |||||||||||||||||||||||||||||
Realized gain distributions |
38,335 | 10,589 | 12,983 | 21,272 | 2,330 | 18,037 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
53,073 | 11,983 | 13,563 | 22,747 | 2,357 | 17,643 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(107,438 | ) | (44,541 | ) | (35,180 | ) | (161,852 | ) | (16,628) | (44,833 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(54,365 | ) | (32,558 | ) | (21,617 | ) | (139,105 | ) | (14,271) | (27,190 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (45,995 | ) | $ | (25,879 | ) | $ | (18,784 | ) | $ | (139,105 | ) | $ | (10,148) | $ | (19,039 | ) | |||||||||||||||||||
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GREAT-WEST MODERATELY AGGRESSIVE PROFILE FUND |
GREAT-WEST MODERATELY CONSERVATIVE PROFILE FUND |
GREAT-WEST MULTI-SECTOR BOND FUND |
GREAT-WEST REAL ESTATE INDEX FUND |
GREAT-WEST S&P MID CAP 400® INDEX FUND |
GREAT-WEST S&P SMALL CAP 600® INDEX FUND | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | 2,168 | $ | 2,445 | $ | 14,683 | $ | 2,720 | $ | 9,869 | $ | 2,053 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
2,168 | 2,445 | 14,683 | 2,720 | 9,869 | 2,053 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
113 | (33 | ) | 6,407 | 12 | 11,633 | (16,629 | ) | ||||||||||||||||||||||||||||
Realized gain distributions |
6,178 | 3,816 | 3,281 | 3,753 | 94,518 | 17,957 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
6,291 | 3,783 | 9,688 | 3,765 | 106,151 | 1,328 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(15,179 | ) | (11,164 | ) | (45,222 | ) | (19,266 | ) | (323,188) | (19,264 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(8,888 | ) | (7,381 | ) | (35,534 | ) | (15,501 | ) | (217,037) | (17,936 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (6,720 | ) | $ | (4,936 | ) | $ | (20,851 | ) | $ | (12,781 | ) | $ | (207,168) | $ | (15,883 | ) | |||||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||||||||||
GREAT-WEST SHORT DURATION BOND FUND |
GREAT-WEST SMALL CAP GROWTH FUND |
GREAT-WEST T. ROWE PRICE EQUITY INCOME FUND |
GREAT-WEST T. ROWE PRICE MID CAP GROWTH FUND |
GREAT-WEST U.S. GOVERNMENT SECURITIES FUND |
INVESCO V.I. CORE EQUITY FUND |
|||||||||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||||||||||||
Dividends |
$ | 143,678 | $ | $ | 5,154 | $ | 3,399 | $ | 63,321 | $ | 1,646 | |||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
143,678 | 0 | 5,154 | 3,399 | 63,321 | 1,646 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
(11,424 | ) | 2,882 | 8,091 | 163,316 | (37,973) | (29,735) | |||||||||||||||||||||||||||||||||||||||
Realized gain distributions |
94,944 | 214,370 | 11,786 | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
(11,424 | ) | 2,882 | 103,035 | 377,686 | (37,973) | (17,949) | |||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(89,020 | ) | (272,081 | ) | (428,922 | ) | (11,748) | (1,664) | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(100,444 | ) | 2,882 | (169,046 | ) | (51,236 | ) | (49,721) | (19,613) | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 43,234 | $ | 2,882 | $ | (163,892 | ) | $ | (47,837 | ) | $ | 13,600 | $ | (17,967) | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
(1) For the period June 11, 2018 to July 13, 2018. |
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
INVESCO V.I. GLOBAL REAL ESTATE FUND |
INVESCO V.I. HEALTH CARE FUND |
INVESCO V.I. INTERNATIONAL GROWTH FUND |
INVESCO V.I. MID CAP CORE EQUITY FUND |
INVESCO V.I. TECHNOLOGY FUND |
JANUS HENDERSON VIT BALANCED PORTFOLIO | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | 60,962 | $ | $ | 73,520 | $ | 1,153 | $ | $ | 46,506 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
60,962 | 0 | 73,520 | 1,153 | 0 | 46,506 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
12,491 | 265 | 39,306 | (639 | ) | 13,308 | 138,255 | |||||||||||||||||||||||||||||
Realized gain distributions |
19,064 | 11,184 | 24,898 | 31,910 | 6,540 | 56,582 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
31,555 | 11,449 | 64,204 | 31,271 | 19,848 | 194,837 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(191,911 | ) | (10,473 | ) | (673,676 | ) | (58,430 | ) | (16,559) | (240,131) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(160,356 | ) | 976 | (609,472 | ) | (27,159 | ) | 3,289 | (45,294) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (99,394 | ) | $ | 976 | $ | (535,952 | ) | $ | (26,006 | ) | $ | 3,289 | $ | 1,212 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
JANUS HENDERSON VIT FLEXIBLE BOND PORTFOLIO |
JANUS HENDERSON VIT FORTY PORTFOLIO |
JANUS HENDERSON VIT GLOBAL RESEARCH PORTFOLIO |
JANUS HENDERSON VIT GLOBAL TECHNOLOGY PORTFOLIO |
JANUS HENDERSON VIT OVERSEAS PORTFOLIO |
LORD ABBETT SERIES DEVELOPING GROWTH PORTFOLIO | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | 58,472 | $ | 39,393 | $ | 9,779 | $ | 7,427 | $ | 1,016 | $ | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
58,472 | 39,393 | 9,779 | 7,427 | 1,016 | 0 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
(68,879 | ) | 273,877 | 12,476 | 24,805 | (55) | 740 | |||||||||||||||||||||||||||||
Realized gain distributions |
423,236 | 22,423 | 12,019 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
(68,879 | ) | 697,113 | 12,476 | 47,228 | (55) | 12,759 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
2,799 | (658,232 | ) | (79,514 | ) | (128,669 | ) | (9,656) | (16,088 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(66,080 | ) | 38,881 | (67,038 | ) | (81,441 | ) | (9,711) | (3,329 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (7,608 | ) | $ | 78,274 | $ | (57,259 | ) | $ | (74,014 | ) | $ | (8,695) | $ | (3,329 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||||||||||
MFS VIT III MID CAP VALUE PORTFOLIO |
MFS VIT MID CAP GROWTH SERIES |
MFS VIT TOTAL RETURN BOND SERIES |
MFS VIT VALUE SERIES |
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO |
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO |
|||||||||||||||||||||||||||||||||||||||||
(1) | (1) | |||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||||||||||||
Dividends |
$ | $ | $ | 29,640 | $ | 6,032 | $ | 544 | $ | 114 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
0 | 0 | 29,640 | 6,032 | 544 | 114 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
(551 | ) | 565 | (32,194) | 1,322 | |||||||||||||||||||||||||||||||||||||||||
Realized gain distributions |
26,262 | 10,647 | 1,011 | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
0 | 0 | (551 | ) | 26,827 | (21,547) | 2,333 | |||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
66 | 107 | (38,366 | ) | (72,178 | ) | 13,271 | (2,502) | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
66 | 107 | (38,917 | ) | (45,351 | ) | (8,276) | (169) | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 66 | $ | 107 | $ | (9,277 | ) | $ | (39,319 | ) | $ | (7,732) | $ | (55) | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
(1) For the period December 24, 2018 to December 31, 2018. |
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
NEUBERGER BERMAN AMT MID CAP GROWTH PORTFOLIO |
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO |
NEUBERGER BERMAN AMT SUSTAINABLE EQUITY PORTFOLIO |
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA |
PIMCO VIT HIGH YIELD PORTFOLIO |
PIMCO VIT LOW DURATION PORTFOLIO | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | $ | 5,673 | $ | 406 | $ | 3,217 | $ | 10,873 | $ | 115,953 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
0 | 5,673 | 406 | 3,217 | 10,873 | 115,953 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
10,166 | 139,739 | 427 | 3,998 | (839) | (10,619 | ) | |||||||||||||||||||||||||||||
Realized gain distributions |
8,454 | 39,299 | 4,539 | 132,497 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
18,620 | 179,038 | 4,966 | 136,495 | (839) | (10,619 | ) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(25,839 | ) | (296,631 | ) | (10,289 | ) | (246,455 | ) | (14,960) | (83,547 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(7,219 | ) | (117,593 | ) | (5,323 | ) | (109,960 | ) | (15,799) | (94,166 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (7,219 | ) | $ | (111,920 | ) | $ | (4,917 | ) | $ | (106,743 | ) | $ | (4,926) | $ | 21,787 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
PIMCO VIT REAL RETURN PORTFOLIO |
PIMCO VIT TOTAL RETURN PORTFOLIO |
PIONEER REAL ESTATE SHARES VCT PORTFOLIO |
PUTNAM VT EQUITY INCOME FUND |
PUTNAM VT HIGH YIELD FUND |
PUTNAM VT INCOME FUND | |||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||
Dividends |
$ | 13,688 | $ | 92,404 | $ | 1,355 | $ | 4,206 | $ | 49,683 | $ | 3,371 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
13,688 | 92,404 | 1,355 | 4,206 | 49,683 | 3,371 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
(14,665 | ) | (14,135 | ) | (148 | ) | 26,017 | (7,716) | (43 | ) | ||||||||||||||||||||||||||
Realized gain distributions |
43,922 | 4,599 | 20,649 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized gain (loss) on investments |
(14,665 | ) | 29,787 | 4,451 | 46,666 | (7,716) | (43 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(19,173 | ) | (142,553 | ) | (8,662 | ) | (79,680 | ) | (67,997) | (2,153 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(33,838 | ) | (112,766 | ) | (4,211 | ) | (33,014 | ) | (75,713) | (2,196 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (20,150 | ) | $ | (20,362 | ) | $ | (2,856 | ) | $ | (28,808 | ) | $ | (26,030) | $ | 1,175 | ||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||||||||||||
PUTNAM VT INTERNATIONAL GROWTH FUND |
PUTNAM VT SMALL CAP VALUE FUND |
PUTNAM VT SUSTAINABLE FUTURE FUND |
ROYCE
CAPITAL FUND - MICRO- CAP PORTFOLIO |
ROYCE
CAPITAL FUND - SMALL- CAP PORTFOLIO |
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO |
|||||||||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||||||||||||||||||||||||||
Dividends |
$ | 27 | $ | 586 | $ | 981 | $ | $ | 3,483 | $ | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) |
27 | 586 | 981 | 0 | 3,483 | 0 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
120 | (1,770 | ) | 4,487 | 150 | (3,802) | 18,363 | |||||||||||||||||||||||||||||||||||||||
Realized gain distributions |
1,615 | 26,833 | 3,790 | 14,267 | 53,306 | |||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
1,735 | 25,063 | 8,277 | 150 | 10,465 | 71,669 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(13,064 | ) | (44,547 | ) | (10,440 | ) | (119 | ) | (109,921) | (104,966) | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments |
(11,329 | ) | (19,484 | ) | (2,163 | ) | 31 | (99,456) | (33,297) | |||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (11,302 | ) | $ | (18,898 | ) | $ | (1,182 | ) | $ | 31 | $ | (95,973) | $ | (33,297) | |||||||||||||||||||||||||||||||
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
(1) For the period January 1, 2018 to May 23, 2018. |
|
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, 2018
INVESTMENT DIVISIONS |
||||||||||||||||||||||
VAN ECK VIP EMERGING MARKETS FUND |
VAN ECK VIP GLOBAL HARD ASSETS FUND |
VICTORY RS SMALL CAP GROWTH EQUITY VIP SERIES | ||||||||||||||||||||
(1) | ||||||||||||||||||||||
INVESTMENT INCOME: |
||||||||||||||||||||||
Dividends |
$ | 153 | $ | $ | ||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||
NET INVESTMENT INCOME (LOSS) |
153 | 0 | 0 | |||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
||||||||||||||||||||||
Net realized gain (loss) on sale of fund shares |
780 | (3,821 | ) | |||||||||||||||||||
Realized gain distributions |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||
Net realized gain (loss) on investments |
780 | (3,821 | ) | 0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(15,003 | ) | (268,190 | ) | 417 | |||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||
Net realized and unrealized gain (loss) on investments |
(14,223 | ) | (272,011 | ) | 417 | |||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (14,070 | ) | $ | (272,011 | ) | $ | 417 | ||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||
(1) For the period December 24, 2018 to December 31, 2018. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
ALGER SMALL CAP GROWTH PORTFOLIO | AMERICAN CENTURY INVESTMENTS VP CAPITAL APPRECIATION FUND |
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | $ | $ | $ | $ | 44 | $ | 139 | ||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
4,521 | (34,100 | ) | 1,007 | 5,085 | 767 | 1,798 | |||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
7,403 | 129,998 | (14,839 | ) | 5,141 | (731 | ) | (815 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
11,924 | 95,898 | (13,832 | ) | 10,226 | 80 | 1,122 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
45,000 | |||||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(5,185 | ) | (20,170 | ) | (6,284 | ) | (987 | ) | (4,647 | ) | (3,799 | ) | ||||||||||||||||||||||||
Net transfers |
21,196 | 13,357 | 59,987 | (39,012 | ) | |||||||||||||||||||||||||||||||
Contract maintenance charges |
(152 | ) | (113 | ) | (273 | ) | (80 | ) | (14 | ) | (13 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
15,859 | (6,926 | ) | 98,430 | (40,079 | ) | (4,661 | ) | (3,812 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
27,783 | 88,972 | 84,598 | (29,853 | ) | (4,581 | ) | (2,690 | ) | |||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
427,700 | 338,728 | 89,077 | 118,930 | 4,602 | 7,292 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 455,483 | $ | 427,700 | $ | 173,675 | $ | 89,077 | $ | 21 | $ | 4,602 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
617 | 344 | 7,218 | 6,442 | 1 | |||||||||||||||||||||||||||||||
Units redeemed |
(486 | ) | (395 | ) | (481 | ) | (10,434 | ) | (188 | ) | (173 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
131 | (51 | ) | 6,737 | (3,992 | ) | (188 | ) | (172 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
AMERICAN CENTURY INVESTMENTS VP INFLATION PROTECTION FUND |
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND |
AMERICAN CENTURY INVESTMENTS VP VALUE FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 18,104 | $ | 13,883 | $ | 664 | $ | 503 | $ | 15,172 | $ | 11,402 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
(2,539 | ) | (208 | ) | 3,851 | 292 | 29,658 | 6,559 | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(34,080 | ) | 5,289 | (12,711 | ) | 13,688 | (134,347 | ) | 42,147 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(18,515 | ) | 18,964 | (8,196 | ) | 14,483 | (89,517 | ) | 60,108 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
1 | 140,538 | 49,793 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(6,972 | ) | (5,591 | ) | (1,072 | ) | (1,002 | ) | (22,729 | ) | (31,527 | ) | ||||||||||||||||||||||||
Net transfers |
88,290 | 134,952 | 6,004 | (8,873 | ) | 34,822 | 192,981 | |||||||||||||||||||||||||||||
Contract maintenance charges |
(296 | ) | (263 | ) | (22 | ) | (22 | ) | (441 | ) | (383 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
81,022 | 129,099 | 4,910 | (9,897 | ) | 152,190 | 210,864 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
62,507 | 148,063 | (3,286 | ) | 4,586 | 62,673 | 270,972 | |||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
581,506 | 433,443 | 54,821 | 50,235 | 781,624 | 510,652 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 644,013 | $ | 581,506 | $ | 51,535 | $ | 54,821 | $ | 844,297 | $ | 781,624 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
12,621 | 13,938 | 610 | 10 | 6,841 | 6,240 | ||||||||||||||||||||||||||||||
Units redeemed |
(4,833 | ) | (1,260 | ) | (197 | ) | (778 | ) | (3,475 | ) | (1,082 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
7,788 | 12,678 | 413 | (768 | ) | 3,366 | 5,158 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND |
AMERICAN FUNDS IS GROWTH FUND | AMERICAN FUNDS IS INTERNATIONAL FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 67 | $ | 7 | $ | 11,253 | $ | 10,636 | $ | 28,224 | $ | 20,794 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
(50 | ) | (6,966 | ) | 260,520 | 256,321 | 117,883 | 33,821 | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(23,879 | ) | 9,079 | (285,953 | ) | 285,213 | (366,366 | ) | 395,485 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(23,862 | ) | 2,120 | (14,180 | ) | 552,170 | (220,259 | ) | 450,100 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
51,906 | 76,669 | 33,234 | 35,181 | ||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(1,154 | ) | (16,221 | ) | (34,831 | ) | (32,731 | ) | (30,469 | ) | (31,767 | ) | ||||||||||||||||||||||||
Net transfers |
146,859 | (23,971 | ) | 123,088 | (342,575 | ) | (102,891 | ) | (137,660 | ) | ||||||||||||||||||||||||||
Contract maintenance charges |
(56 | ) | (6 | ) | (1,131 | ) | (857 | ) | (566 | ) | (691 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
145,649 | (40,198 | ) | 139,032 | (299,494 | ) | (100,692 | ) | (134,937 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
121,787 | (38,078 | ) | 124,852 | 252,676 | (320,951 | ) | 315,163 | ||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
3,847 | 41,925 | 2,269,293 | 2,016,617 | 1,789,792 | 1,474,629 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 125,634 | $ | 3,847 | $ | 2,394,145 | $ | 2,269,293 | $ | 1,468,841 | $ | 1,789,792 | ||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
9,439 | 243 | 17,076 | 20,356 | 8,110 | 7,666 | ||||||||||||||||||||||||||||||
Units redeemed |
(914 | ) | (3,297 | ) | (11,738 | ) | (33,328 | ) | (14,959 | ) | (18,667 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
8,525 | (3,054 | ) | 5,338 | (12,972 | ) | (6,849 | ) | (11,001 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||
AMERICAN FUNDS IS NEW WORLD FUND | BLACKROCK GLOBAL ALLOCATION VI FUND |
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO | ||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | ||||||||||||||||||||||||||
(1) | (2) | |||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 15,157 | $ | 15,713 | $ | 218 | $ | 272 | $ | 59 | ||||||||||||||||||||
Net realized gain (loss) on investments |
57,707 | (5,140 | ) | 845 | 1,010 | 787 | ||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(330,745 | ) | 401,117 | (2,574 | ) | (8,144 | ) | 445 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(257,881 | ) | 411,690 | (1,511 | ) | (6,862 | ) | 1,291 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||
Purchase payments received |
59,806 | 49,203 | 14,038 | |||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(31,824 | ) | (23,852 | ) | (183 | ) | (1,776 | ) | (218 | ) | ||||||||||||||||||||
Net transfers |
(24,766 | ) | 50,402 | 22,600 | 27,982 | 13,149 | ||||||||||||||||||||||||
Contract maintenance charges |
(562 | ) | (559 | ) | (2 | ) | (45 | ) | (15 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
2,654 | 75,194 | 22,415 | 40,199 | 12,916 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Total increase (decrease) in net assets |
(255,227 | ) | 486,884 | 20,904 | 33,337 | 14,207 | ||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||
Beginning of period |
1,823,016 | 1,336,132 | 0 | 14,207 | 0 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
End of period |
$ | 1,567,789 | $ | 1,823,016 | $ | 20,904 | $ | 47,544 | $ | 14,207 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||
Units issued |
11,282 | 14,098 | 1,934 | 3,357 | 1,155 | |||||||||||||||||||||||||
Units redeemed |
(11,248 | ) | (10,003 | ) | (18 | ) | (154 | ) | (22 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net increase (decrease) |
34 | 4,095 | 1,916 | 3,203 | 1,133 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(1) For the period July 9, 2018 to December 31, 2018. |
|
|||||||||||||||||||||||||||||
(2) For the period March 24, 2017 to December 31, 2017. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||||||||||||||
CLEARBRIDGE VARIABLE SMALL CAP
|
COLUMBIA VARIABLE PORTFOLIO - SMALL
CAP VALUE FUND |
DAVIS FINANCIAL PORTFOLIO | ||||||||||||||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | $ | $ | 278 | $ | 614 | $ | 520 | $ | 276 | ||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
8,970 | 1,113 | 10,542 | 16,800 | 6,554 | 3,253 | ||||||||||||||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(7,962 | ) | 5,880 | (23,079 | ) | (6,315 | ) | (11,011 | ) | 2,047 | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
1,008 | 6,993 | (12,259 | ) | 11,099 | (3,937 | ) | 5,576 | ||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||||||||||||||
Purchase payments received |
6,068 | 1,561 | 2,499 | 2,501 | 10,847 | 847 | ||||||||||||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(1,146 | ) | (501 | ) | (1,080 | ) | (1,467 | ) | (1,163 | ) | (373 | ) | ||||||||||||||||||||||||||||||||||||
Net transfers |
(2,761 | ) | 41,474 | (772 | ) | (63,714 | ) | (5,775 | ) | 28,967 | ||||||||||||||||||||||||||||||||||||||
Contract maintenance charges |
(65 | ) | (40 | ) | (12 | ) | (19 | ) | (59 | ) | (58 | ) | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
2,096 | 42,494 | 635 | (62,699 | ) | 3,850 | 29,383 | |||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Total increase (decrease) in net assets |
3,104 | 49,487 | (11,624 | ) | (51,600 | ) | (87 | ) | 34,959 | |||||||||||||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||||||||||||||
Beginning of period |
49,487 | 0 | 67,998 | 119,598 | 40,871 | 5,912 | ||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
End of period |
$ | 52,591 | $ | 49,487 | $ | 56,374 | $ | 67,998 | $ | 40,784 | $ | 40,871 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||||||||||||||
Units issued |
1,402 | 4,005 | 259 | 599 | 701 | 1,549 | ||||||||||||||||||||||||||||||||||||||||||
Units redeemed |
(1,305 | ) | (491 | ) | (236 | ) | (2,684 | ) | (505 | ) | (174 | ) | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Net increase (decrease) |
97 | 3,514 | 23 | (2,085 | ) | 196 | 1,375 | |||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||
(1) For the period January 26, 2017 to December 31, 2017. |
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||||||
DAVIS VALUE PORTFOLIO | DELAWARE VIP |
DELAWARE VIP SMALL CAP VALUE SERIES | ||||||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | ||||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 1,006 | $ | 832 | $ | $ | 346 | $ | 176 | |||||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
20,314 | (56,770 | ) | 1,603 | 1,032 | |||||||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(36,824 | ) | 85,508 | (15) | (12,190 | ) | 3,151 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(15,504 | ) | 29,570 | (15) | (10,241 | ) | 4,359 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||||||
Purchase payments received |
7,020 | 10,000 | ||||||||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(2,072 | ) | (3,463 | ) | (1) | (1,651 | ) | (1,098 | ) | |||||||||||||||||||||||||||||||
Net transfers |
(248,097 | ) | 94 | (15,679 | ) | 25,217 | ||||||||||||||||||||||||||||||||||
Contract maintenance charges |
(10 | ) | (35 | ) | (99 | ) | (79 | ) | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(2,082 | ) | (251,595 | ) | 93 | (10,409 | ) | 34,040 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
Total increase (decrease) in net assets |
(17,586 | ) | (222,025 | ) | 78 | (20,650 | ) | 38,399 | ||||||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||||||
Beginning of period |
116,006 | 338,031 | 0 | 52,370 | 13,971 | |||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
End of period |
$ | 98,420 | $ | 116,006 | $ | 78 | $ | 31,720 | $ | 52,370 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||||||
Units issued |
11 | 15 | 7 | 506 | 2,664 | |||||||||||||||||||||||||||||||||||
Units redeemed |
(94 | ) | (11,847 | ) | (1,498 | ) | (93 | ) | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
Net increase (decrease) |
(83 | ) | (11,832 | ) | 7 | (992 | ) | 2,571 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||
(1) For the period May 29, 2018 to December 31, 2018. |
||||||||||||||||||||||||||||||||||||||||
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||||
DREYFUS STOCK INDEX FUND | DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO |
DWS CORE EQUITY VIP | ||||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2017 | ||||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 449,486 | $ | 403,469 | $ | 423 | $ | 944 | $ | 253 | ||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
1,214,655 | 896,450 | 282 | 7,326 | 2,506 | |||||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(2,858,477 | ) | 3,293,963 | (9,353 | ) | 7,172 | (994 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(1,194,336 | ) | 4,593,882 | (8,648 | ) | 15,442 | 1,765 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||||
Purchase payments received |
574,321 | 586,555 | 17,379 | 2,946 | 6,648 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(950,652 | ) | (407,482 | ) | (1,447 | ) | (1,079 | ) | (22,506 | ) | ||||||||||||||||||||||||||||
Net transfers |
672,882 | (95,506 | ) | 31,702 | (88,873 | ) | 314 | |||||||||||||||||||||||||||||||
Contract maintenance charges |
(9,912 | ) | (9,539 | ) | (14 | ) | (87 | ) | (34 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
286,639 | 74,028 | 47,620 | (87,093 | ) | (15,578 | ) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Total increase (decrease) in net assets |
(907,697 | ) | 4,667,910 | 38,972 | (71,651 | ) | (13,813 | ) | ||||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||||
Beginning of period |
25,894,701 | 21,226,791 | 13,069 | 84,720 | 13,813 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
End of period |
$ | 24,987,004 | $ | 25,894,701 | $ | 52,041 | $ | 13,069 | $ | 0 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||||
Units issued |
80,183 | 60,578 | 2,145 | 233 | 365 | |||||||||||||||||||||||||||||||||
Units redeemed |
(67,774 | ) | (56,695 | ) | (106 | ) | (4,204 | ) | (1,102 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Net increase (decrease) |
12,409 | 3,883 | 2,039 | (3,971 | ) | (737 | ) | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
(1) For the period January 1, 2017 to August 11, 2017. |
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
DWS CROCI® U.S. VIP |
DWS GLOBAL SMALL CAP VIP | DWS HIGH INCOME VIP | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 7,698 | $ | 3,955 | $ | 370 | $ | 0 | $ | 5,173 | $ | 3,475 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
17,984 | (19,795 | ) | 8,693 | 7,728 | (126 | ) | (1,025 | ) | |||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(54,923 | ) | 73,502 | (5,268 | ) | 15,307 | (6,627 | ) | 1,356 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(29,241 | ) | 57,662 | 3,795 | 23,035 | (1,580 | ) | 3,806 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
740 | 4,636 | 13,500 | 16,892 | ||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(19,101 | ) | (3,983 | ) | (7,295 | ) | (2,106 | ) | (1,600 | ) | (1,803 | ) | ||||||||||||||||||||||||
Net transfers |
20,557 | (56,163 | ) | (133,926 | ) | 3,185 | 26 | (10,055 | ) | |||||||||||||||||||||||||||
Contract maintenance charges |
(136 | ) | (138 | ) | (31 | ) | (61 | ) | (41 | ) | (51 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
1,320 | (59,544 | ) | (141,252 | ) | 5,654 | 11,885 | 4,983 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(27,921 | ) | (1,882 | ) | (137,457 | ) | 28,689 | 10,305 | 8,789 | |||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
309,401 | 311,283 | 137,457 | 108,768 | 54,724 | 45,935 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 281,480 | $ | 309,401 | $ | 0 | $ | 137,457 | $ | 65,029 | $ | 54,724 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
3,539 | 1,693 | 240 | 714 | 766 | 993 | ||||||||||||||||||||||||||||||
Units redeemed |
(3,223 | ) | (6,226 | ) | (5,736 | ) | (438 | ) | (114 | ) | (702 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
316 | (4,533 | ) | (5,496 | ) | 276 | 652 | 291 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
(1) For the period January 1, 2018 to June 11, 2018. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||
DWS SMALL CAP INDEX VIP | DWS SMALL MID CAP VALUE VIP | FEDERATED HIGH INCOME BOND FUND II | ||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2017 | ||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 65,936 | $ | 33,285 | $ | 23,823 | $ | 11,871 | $ | 1,965 | ||||||||||||||||||||
Net realized gain (loss) on investments |
544,504 | 186,357 | 326,748 | 70,578 | 1,088 | |||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(1,362,257 | ) | 501,219 | (624,251 | ) | 78,095 | (1,296 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(751,817 | ) | 720,861 | (273,680 | ) | 160,544 | 1,757 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||
Purchase payments received |
20,453 | 45,980 | 21,810 | 34,836 | ||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(158,266 | ) | (81,712 | ) | (87,669 | ) | (25,541 | ) | (289 | ) | ||||||||||||||||||||
Net transfers |
249,625 | 2,787,680 | 201,332 | (18,413 | ) | (30,101 | ) | |||||||||||||||||||||||
Contract maintenance charges |
(5,750 | ) | (3,326 | ) | (337 | ) | (364 | ) | (30 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
106,062 | 2,748,622 | 135,136 | (9,482 | ) | (30,420 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Total increase (decrease) in net assets |
(645,755 | ) | 3,469,483 | (138,544 | ) | 151,062 | (28,663 | ) | ||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||
Beginning of period |
6,558,692 | 3,089,209 | 1,694,938 | 1,543,876 | 28,663 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
End of period |
$ | 5,912,937 | $ | 6,558,692 | $ | 1,556,394 | $ | 1,694,938 | $ | 0 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||
Units issued |
19,476 | 140,009 | 12,963 | 6,924 | 2 | |||||||||||||||||||||||||
Units redeemed |
(15,298 | ) | (16,293 | ) | (6,985 | ) | (7,355 | ) | (1,005 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net increase (decrease) |
4,178 | 123,716 | 5,978 | (431 | ) | (1,003 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(1) For the period January 1, 2017 to August 4, 2017. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
FEDERATED KAUFMANN FUND II | FIDELITY VIP CONTRAFUND PORTFOLIO | FIDELITY VIP GROWTH PORTFOLIO | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | $ | $ | 12,939 | $ | 20,819 | $ | 356 | $ | 938 | ||||||||||||||||||||||||||
Net realized gain (loss) on investments |
12,821 | 8,523 | 292,107 | 228,242 | 115,094 | 104,855 | ||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(8,023 | ) | 12,046 | (495,777 | ) | 248,663 | (127,070 | ) | 195,072 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
4,798 | 20,569 | (190,731 | ) | 497,724 | (11,620 | ) | 300,865 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
15,645 | 57,519 | ||||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(2,167 | ) | (1,156 | ) | (67,648 | ) | (47,711 | ) | (206,305 | ) | (39,426 | ) | ||||||||||||||||||||||||
Net transfers |
5,653 | 52,099 | 32,398 | 29,212 | 166,437 | (422,435 | ) | |||||||||||||||||||||||||||||
Contract maintenance charges |
(184 | ) | (105 | ) | (1,403 | ) | (1,149 | ) | (447 | ) | (526 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
3,302 | 50,838 | (21,008 | ) | 37,871 | (40,315 | ) | (462,387 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
8,100 | 71,407 | (211,739 | ) | 535,595 | (51,935 | ) | (161,522 | ) | |||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
136,238 | 64,831 | 2,871,987 | 2,336,392 | 790,607 | 952,129 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 144,338 | $ | 136,238 | $ | 2,660,248 | $ | 2,871,987 | $ | 738,672 | $ | 790,607 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
558 | 5,193 | 6,918 | 14,778 | 9,677 | 4,997 | ||||||||||||||||||||||||||||||
Units redeemed |
(451 | ) | (3,126 | ) | (7,561 | ) | (13,888 | ) | (11,769 | ) | (26,168 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
107 | 2,067 | (643 | ) | 890 | (2,092 | ) | (21,171 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements. | (Continued) |
COLI VUL-2 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO |
FIDELITY VIP MID CAP PORTFOLIO | GOLDMAN SACHS VIT MID CAP VALUE FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 12,042 | $ | 12,048 | $ | 4,188 | $ | 4,296 | $ | 678 | $ | 149 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
(4,295 | ) | 4,915 | 89,299 | 32,802 | 6,166 | 1,472 | |||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(12,951 | ) | 8,340 | (253,140 | ) | 129,091 | (12,967 | ) | 26 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(5,204 | ) | 25,303 | (159,653 | ) | 166,189 | (6,123 | ) | 1,647 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
39,171 | 86,713 | 330 | 100 | ||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(237,353 | ) | (45,446 | ) | (221,614 | ) | (23,930 | ) | (736 | ) | (414 | ) | ||||||||||||||||||||||||
Net transfers |
27,317 | (276,758 | ) | 275,312 | (240,902 | ) | 30,483 | 9,391 | ||||||||||||||||||||||||||||
Contract maintenance charges |
(433 | ) | (450 | ) | (473 | ) | (358 | ) | (25 | ) | (20 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(210,469 | ) | (322,654 | ) | 92,396 | (178,477 | ) | 30,052 | 9,057 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(215,673 | ) | (297,351 | ) | (67,257 | ) | (12,288 | ) | 23,929 | 10,704 | ||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
496,134 | 793,485 | 952,385 | 964,673 | 20,908 | 10,204 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 280,461 | $ | 496,134 | $ | 885,128 | $ | 952,385 | $ | 44,837 | $ | 20,908 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
2,636 | 4,963 | 6,673 | 2,411 | 2,185 | 1,375 | ||||||||||||||||||||||||||||||
Units redeemed |
(12,466 | ) | (20,116 | ) | (5,110 | ) | (6,229 | ) | (280 | ) | (750 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
(9,830 | ) | (15,153 | ) | 1,563 | (3,818 | ) | 1,905 | 625 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||
GREAT-WEST AGGRESSIVE PROFILE FUND | GREAT-WEST AGGRESSIVE PROFILE I FUND |
GREAT-WEST ARIEL MID CAP VALUE FUND | ||||||||||||||||||||||||||||
2018 | 2017 | 2017 | 2018 | 2017 | ||||||||||||||||||||||||||
(1) | (2) | |||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 29,520 | $ | 13,942 | $ | $ | 3,006 | $ | 11,262 | |||||||||||||||||||||
Net realized gain (loss) on investments |
136,010 | 43,782 | 15,528 | (19,466 | ) | 38,356 | ||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(294,737 | ) | 8,508 | 36,780 | (48,351 | ) | 20,577 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(129,207 | ) | 66,232 | 52,308 | (64,811 | ) | 70,195 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||
Purchase payments received |
241,442 | 4,600 | 248,324 | |||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(32,697 | ) | (5,704 | ) | (33,458 | ) | (191,148 | ) | (36,495 | ) | ||||||||||||||||||||
Net transfers |
339,007 | 600,854 | (779,393 | ) | 54,777 | (230,541 | ) | |||||||||||||||||||||||
Contract maintenance charges |
(680 | ) | (264 | ) | (360 | ) | (485 | ) | (689 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
547,072 | 599,486 | (564,887 | ) | (136,856 | ) | (267,725 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Total increase (decrease) in net assets |
417,865 | 665,718 | (512,579 | ) | (201,667 | ) | (197,530 | ) | ||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||
Beginning of period |
665,718 | 0 | 512,579 | 398,480 | 596,010 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
End of period |
$ | 1,083,583 | $ | 665,718 | $ | 0 | $ | 196,813 | $ | 398,480 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||
Units issued |
53,417 | 73,871 | 15,852 | 1,235 | 1,584 | |||||||||||||||||||||||||
Units redeemed |
(5,214 | ) | (14,852 | ) | (37,800 | ) | (4,459 | ) | (7,072 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net increase (decrease) |
48,203 | 59,019 | (21,948 | ) | (3,224 | ) | (5,488 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(1) For the period July 11, 2017 to December 31, 2017. |
|
|||||||||||||||||||||||||||||
(2) For the period January 1, 2017 to July 11, 2017. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||
GREAT-WEST BOND INDEX FUND | GREAT-WEST CONSERVATIVE PROFILE FUND |
GREAT-WEST CONSERVATIVE PROFILE I FUND | ||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2017 | ||||||||||||||||||||||||||
(1) | (2) | |||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 26,744 | $ | 21,153 | $ | 13,422 | $ | 1,657 | $ | |||||||||||||||||||||
Net realized gain (loss) on investments |
(5,723 | ) | (686 | ) | 13,557 | 2,225 | (664 | ) | ||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(31,012 | ) | 40,210 | (25,786 | ) | 102 | 7,529 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(9,991 | ) | 60,677 | 1,193 | 3,984 | 6,865 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||
Purchase payments received |
5,189 | 11,488 | 19,132 | 1,307 | 38,005 | |||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(99,955 | ) | (25,975 | ) | (4,299 | ) | (15,446 | ) | (205,955 | ) | ||||||||||||||||||||
Net transfers |
11,412 | 62,083 | 680,483 | 105,997 | (207,541 | ) | ||||||||||||||||||||||||
Contract maintenance charges |
(745 | ) | (837 | ) | (53 | ) | (31 | ) | (85 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(84,099 | ) | 46,759 | 695,263 | 91,827 | (375,576 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Total increase (decrease) in net assets |
(94,090 | ) | 107,436 | 696,456 | 95,811 | (368,711 | ) | |||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||
Beginning of period |
2,070,084 | 1,962,648 | 95,811 | 0 | 368,711 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
End of period |
$ | 1,975,994 | $ | 2,070,084 | $ | 792,267 | $ | 95,811 | $ | 0 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||
Units issued |
7,989 | 7,861 | 70,154 | 14,609 | 2,035 | |||||||||||||||||||||||||
Units redeemed |
(14,011 | ) | (4,538 | ) | (872 | ) | (5,418 | ) | (18,426 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net increase (decrease) |
(6,022 | ) | 3,323 | 69,282 | 9,191 | (16,391 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(1) For the period May 12, 2017 to December 31, 2017. |
|
|||||||||||||||||||||||||||||
(2) For the period January 1, 2017 to July 11, 2017. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||
GREAT-WEST CORE BOND FUND | GREAT-WEST EMERGING MARKETS EQUITY FUND |
GREAT-WEST GLOBAL BOND FUND | ||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | ||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 56,265 | $ | 46,068 | $ | 17 | $ | 121,094 | $ | 83,713 | ||||||||||||||||||||
Net realized gain (loss) on investments |
(1,495 | ) | (1,536 | ) | (103,385 | ) | (31,538 | ) | ||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(83,114 | ) | 46,125 | 32 | (21,154 | ) | 31,251 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(28,344 | ) | 90,657 | 49 | (3,445 | ) | 83,426 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||
Purchase payments received |
7,787 | 5,893 | 346,658 | 364,555 | ||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(26,542 | ) | (25,469 | ) | (139,375 | ) | (82,332 | ) | ||||||||||||||||||||||
Net transfers |
66,125 | (44,295 | ) | 2,036 | (443,735 | ) | 402,191 | |||||||||||||||||||||||
Contract maintenance charges |
(105 | ) | (106 | ) | (1,444 | ) | (1,561 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
47,265 | (63,977 | ) | 2,036 | (237,896 | ) | 682,853 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Total increase (decrease) in net assets |
18,921 | 26,680 | 2,085 | (241,341 | ) | 766,279 | ||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||
Beginning of period |
2,375,540 | 2,348,860 | 0 | 5,014,169 | 4,247,890 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
End of period |
$ | 2,394,461 | $ | 2,375,540 | $ | 2,085 | $ | 4,772,828 | $ | 5,014,169 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||
Units issued |
6,239 | 1,163 | 253 | 39,330 | 68,439 | |||||||||||||||||||||||||
Units redeemed |
(2,930 | ) | (5,618 | ) | (55,358 | ) | (20,458 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net increase (decrease) |
3,309 | (4,455 | ) | 253 | (16,028 | ) | 47,981 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(1) For the period December 24, 2018 to December 31, 2018. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GREAT-WEST GOVERNMENT MONEY
MARKET FUND |
GREAT-WEST INTERNATIONAL INDEX FUND | GREAT-WEST INTERNATIONAL VALUE
FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 145,671 | $ | 46,298 | $ | 1,103 | $ | 942 | $ | 72,240 | $ | 40,453 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
1,020 | 1,847 | 1,044,834 | 188,515 | ||||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(9,242 | ) | 6,383 | (2,000,998 | ) | 687,336 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
145,671 | 46,298 | (7,119 | ) | 9,172 | (883,924 | ) | 916,304 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
5,705,272 | 5,214,202 | 1,034 | 4,180 | 89,305 | 65,526 | ||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(730,178 | ) | (1,893,911 | ) | (650 | ) | (7,847 | ) | (60,859 | ) | (52,415 | ) | ||||||||||||||||||||||||
Net transfers |
(7,257,195 | ) | (5,717,936 | ) | 11,544 | 39,811 | 1,686,700 | (260,122 | ) | |||||||||||||||||||||||||||
Contract maintenance charges |
(8,130 | ) | (14,927 | ) | (26 | ) | (28 | ) | (1,829 | ) | (1,324 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(2,290,231 | ) | (2,412,572 | ) | 11,902 | 36,116 | 1,713,317 | (248,335 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(2,144,560 | ) | (2,366,274 | ) | 4,783 | 45,288 | 829,393 | 667,969 | ||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
10,836,733 | 13,203,007 | 49,381 | 4,093 | 4,235,009 | 3,567,040 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 8,692,173 | $ | 10,836,733 | $ | 54,164 | $ | 49,381 | $ | 5,064,402 | $ | 4,235,009 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
740,238 | 700,013 | 1,262 | 4,515 | 143,640 | 32,477 | ||||||||||||||||||||||||||||||
Units redeemed |
(913,478 | ) | (885,225 | ) | (220 | ) | (1,094 | ) | (15,506 | ) | (52,533 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
(173,240 | ) | (185,212 | ) | 1,042 | 3,421 | 128,134 | (20,056 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GREAT-WEST LARGE CAP GROWTH FUND | GREAT-WEST LIFETIME 2015 FUND | GREAT-WEST LIFETIME 2020 FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 551 | $ | 1,517 | $ | 33,724 | $ | 8,454 | $ | 12,767 | $ | 1,951 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
55,387 | 13,147 | 75,121 | 19,099 | 13,395 | 1,252 | ||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(57,932 | ) | 34,888 | (194,154 | ) | 15,349 | (59,202 | ) | 1,633 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(1,994 | ) | 49,552 | (85,309 | ) | 42,902 | (33,040 | ) | 4,836 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
16,706 | 21,829 | 519,256 | 486,821 | 56,964 | 35,199 | ||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(80,141 | ) | (6,200 | ) | (74,373 | ) | (32,730 | ) | (11,530 | ) | (2,812 | ) | ||||||||||||||||||||||||
Net transfers |
48,994 | 564,487 | (1 | ) | 362,936 | 31,941 | ||||||||||||||||||||||||||||||
Contract maintenance charges |
(81 | ) | (85 | ) | (676 | ) | (322 | ) | (857 | ) | (32 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(14,522 | ) | 15,544 | 1,008,694 | 453,768 | 407,513 | 64,296 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(16,516 | ) | 65,096 | 923,385 | 496,670 | 374,473 | 69,132 | |||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
223,566 | 158,470 | 723,613 | 226,943 | 69,132 | 0 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 207,050 | $ | 223,566 | $ | 1,646,998 | $ | 723,613 | $ | 443,605 | $ | 69,132 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
2,171 | 797 | 107,204 | 43,732 | 36,822 | 8,344 | ||||||||||||||||||||||||||||||
Units redeemed |
(2,699 | ) | (242 | ) | (20,963 | ) | (3,055 | ) | (3,096 | ) | (2,479 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
(528 | ) | 555 | 86,241 | 40,677 | 33,726 | 5,865 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
(1) For the period January 30, 2017 to December 31, 2017. |
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
GREAT-WEST LIFETIME 2025 FUND | GREAT-WEST LIFETIME 2030 FUND | GREAT-WEST LIFETIME 2035 FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 47,013 | $ | 27,016 | $ | 32,549 | $ | 23,076 | $ | 26,457 | $ | 8,546 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
161,078 | 67,998 | 48,108 | 7,194 | 140,089 | 25,714 | ||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(337,308 | ) | 79,203 | (180,929 | ) | 37,018 | (320,459 | ) | 30,524 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(129,217 | ) | 174,217 | (100,272 | ) | 67,288 | (153,913 | ) | 64,784 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
578,318 | 565,322 | 230,644 | 401,266 | 359,831 | 194,219 | ||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(62,561 | ) | (42,485 | ) | (30,531 | ) | (31,133 | ) | (34,486 | ) | (13,842 | ) | ||||||||||||||||||||||||
Net transfers |
(31,187 | ) | 208,685 | 293,127 | 289,485 | 826,873 | 58,459 | |||||||||||||||||||||||||||||
Contract maintenance charges |
(1,830 | ) | (1,210 | ) | (1,663 | ) | (607 | ) | (1,128 | ) | (423 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
482,740 | 730,312 | 491,577 | 659,011 | 1,151,090 | 238,413 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
353,523 | 904,529 | 391,305 | 726,299 | 997,177 | 303,197 | ||||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
1,805,857 | 901,328 | 819,623 | 93,324 | 551,907 | 248,710 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 2,159,380 | $ | 1,805,857 | $ | 1,210,928 | $ | 819,623 | $ | 1,549,084 | $ | 551,907 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
82,570 | 69,756 | 41,681 | 60,717 | 102,067 | 23,116 | ||||||||||||||||||||||||||||||
Units redeemed |
(42,141 | ) | (4,955 | ) | (2,843 | ) | (3,024 | ) | (12,012 | ) | (2,582 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
40,429 | 64,801 | 38,838 | 57,693 | 90,055 | 20,534 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GREAT-WEST LIFETIME 2040 FUND | GREAT-WEST LIFETIME 2045 FUND | GREAT-WEST LIFETIME 2050 FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 18,311 | $ | 19,447 | $ | 8,370 | $ | 5,140 | $ | 6,679 | $ | 6,057 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
21,512 | 19,729 | 53,073 | 19,302 | 11,983 | 1,969 | ||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(115,822 | ) | 15,456 | (107,438 | ) | 21,325 | (44,541 | ) | 18,983 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(75,999 | ) | 54,632 | (45,995 | ) | 45,767 | (25,879 | ) | 27,009 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
56,472 | 96,965 | 70,211 | 25,726 | 6,916 | |||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(15,220 | ) | (12,194 | ) | (44,485 | ) | (6,341 | ) | (2,904 | ) | (2,328 | ) | ||||||||||||||||||||||||
Net transfers |
138,819 | 250,022 | 170,516 | 134,161 | 61,304 | 164,200 | ||||||||||||||||||||||||||||||
Contract maintenance charges |
(814 | ) | (350 | ) | (1,321 | ) | (386 | ) | (94 | ) | (65 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
179,257 | 334,443 | 194,921 | 153,160 | 58,306 | 168,723 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
103,258 | 389,075 | 148,926 | 198,927 | 32,427 | 195,732 | ||||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
476,581 | 87,506 | 336,780 | 137,853 | 195,732 | 0 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 579,839 | $ | 476,581 | $ | 485,706 | $ | 336,780 | $ | 228,159 | $ | 195,732 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
21,835 | 43,847 | 24,263 | 19,037 | 5,565 | 15,416 | ||||||||||||||||||||||||||||||
Units redeemed |
(9,422 | ) | (14,785 | ) | (8,710 | ) | (5,696 | ) | (1,193 | ) | (268 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
12,413 | 29,062 | 15,553 | 13,341 | 4,372 | 15,148 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
(1) For the period January 30, 2017 to December 31, 2017. |
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, 2018 AND 2017
|
INVESTMENT DIVISIONS | |||||||||||||||||||||||||||||||||||
GREAT-WEST LIFETIME 2055 FUND | GREAT-WEST LOOMIS SAYLES SMALL CAP
VALUE FUND |
GREAT-WEST MID CAP VALUE FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 2,833 | $ | 2,181 | $ | $ | 604 | $ | 4,123 | $ | 3,897 | |||||||||||||||||||||||||
Net realized gain (loss) on investments |
13,563 | 5,468 | 22,747 | 56,945 | 2,357 | 1,965 | ||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(35,180 | ) | 14,247 | (161,852 | ) | 19,957 | (16,628 | ) | (630 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(18,784 | ) | 21,896 | (139,105 | ) | 77,506 | (10,148 | ) | 5,232 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
22,128 | 21,123 | 22,064 | 14,593 | 45,434 | 25,157 | ||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(3,293 | ) | (2,533 | ) | (11,718 | ) | (11,510 | ) | (4,309 | ) | (1,932 | ) | ||||||||||||||||||||||||
Net transfers |
29,854 | 47,218 | 53,650 | 16,197 | 251 | 21,068 | ||||||||||||||||||||||||||||||
Contract maintenance charges |
(200 | ) | (118 | ) | (253 | ) | (299 | ) | (43 | ) | (34 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
48,489 | 65,690 | 63,743 | 18,981 | 41,333 | 44,259 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
29,705 | 87,586 | (75,362 | ) | 96,487 | 31,185 | 49,491 | |||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
143,256 | 55,670 | 831,155 | 734,668 | 50,188 | 697 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 172,961 | $ | 143,256 | $ | 755,793 | $ | 831,155 | $ | 81,373 | $ | 50,188 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
4,308 | 6,297 | 3,940 | 3,903 | 3,715 | 3,904 | ||||||||||||||||||||||||||||||
Units redeemed |
(536 | ) | (374 | ) | (2,252 | ) | (3,307 | ) | (490 | ) | (167 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
3,772 | 5,923 | 1,688 | 596 | 3,225 | 3,737 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GREAT-WEST MODERATE PROFILE FUND | GREAT-WEST MODERATE PROFILE I FUND |
GREAT-WEST MODERATELY AGGRESSIVE PROFILE FUND |
GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND | |||||||||||||||||||||||||||||||||
2018 | 2017 | 2017 | 2018 | 2017 | 2017 | |||||||||||||||||||||||||||||||
(1) | (2) | (1) | (2) | |||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 8,151 | $ | 2,440 | $ | $ | 2,168 | $ | 610 | $ | ||||||||||||||||||||||||||
Net realized gain (loss) on investments |
17,643 | 8,210 | 2,384 | 6,291 | 3,328 | 1,176 | ||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(44,833 | ) | (259 | ) | 12,673 | (15,179 | ) | 123 | 4,423 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(19,039 | ) | 10,391 | 15,057 | (6,720 | ) | 4,061 | 5,599 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
53,000 | 19,910 | 16,265 | 9,030 | 2,780 | 4,209 | ||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(16,473 | ) | (2,582 | ) | (34,777 | ) | (4,377 | ) | (611 | ) | (969 | ) | ||||||||||||||||||||||||
Net transfers |
199,206 | 39,121 | (266,977 | ) | 59,678 | 13,457 | (75,032 | ) | ||||||||||||||||||||||||||||
Contract maintenance charges |
(227 | ) | (98 | ) | (132 | ) | (69 | ) | (32 | ) | (38 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
235,506 | 56,351 | (285,621 | ) | 64,262 | 15,594 | (71,830 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
216,467 | 66,742 | (270,564 | ) | 57,542 | 19,655 | (66,231 | ) | ||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
66,742 | 0 | 270,564 | 19,655 | 0 | 66,231 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 283,209 | $ | 66,742 | $ | 0 | $ | 77,197 | $ | 19,655 | $ | 0 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
26,528 | 25,727 | 3,000 | 6,938 | 9,098 | 712 | ||||||||||||||||||||||||||||||
Units redeemed |
(4,714 | ) | (19,546 | ) | (14,564 | ) | (1,100 | ) | (7,303 | ) | (3,551 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
21,814 | 6,181 | (11,564 | ) | 5,838 | 1,795 | (2,839 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
(1) For the period July 11, 2017 to December 31, 2017. |
||||||||||||||||||||||||||||||||||||
(2) For the period January 1, 2017 to July 31, 2017. |
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, 2018 AND 2017
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||
GREAT-WEST MODERATELY CONSERVATIVE PROFILE FUND |
GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND |
GREAT-WEST MULTI-SECTOR BOND FUND | ||||||||||||||||||||||||||||
2018 | 2017 | 2017 | 2018 | 2017 | ||||||||||||||||||||||||||
(1) | (2) | |||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 2,445 | $ | 895 | $ | $ | 14,683 | $ | 10,038 | |||||||||||||||||||||
Net realized gain (loss) on investments |
3,783 | 1,831 | 2,726 | 9,688 | (19,203 | ) | ||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(11,164 | ) | 279 | (374 | ) | (45,222 | ) | 47,567 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(4,936 | ) | 3,005 | 2,352 | (20,851 | ) | 38,402 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||
Purchase payments received |
3,000 | 4,163 | 9,902 | 93,852 | 122,177 | |||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(2,678 | ) | (903 | ) | (1,364 | ) | (141,974 | ) | (277,759 | ) | ||||||||||||||||||||
Net transfers |
38,088 | 47,687 | (40,999 | ) | 3,042 | (98,868 | ) | |||||||||||||||||||||||
Contract maintenance charges |
(50 | ) | (24 | ) | (28 | ) | (384 | ) | (394 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
38,360 | 50,923 | (32,489 | ) | (45,464 | ) | (254,844 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Total increase (decrease) in net assets |
33,424 | 53,928 | (30,137 | ) | (66,315 | ) | (216,442 | ) | ||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||
Beginning of period |
53,928 | 0 | 30,137 | 573,196 | 789,638 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
End of period |
$ | 87,352 | $ | 53,928 | $ | 0 | $ | 506,881 | $ | 573,196 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||
Units issued |
4,153 | 7,730 | 1,890 | 3,246 | 4,000 | |||||||||||||||||||||||||
Units redeemed |
(593 | ) | (2,645 | ) | (3,220 | ) | (4,523 | ) | (10,780 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net increase (decrease) |
3,560 | 5,085 | (1,330 | ) | (1,277 | ) | (6,780 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(1) For the period January 30, 2017 to December 31, 2017. |
|
|||||||||||||||||||||||||||||
(2) For the period January 1, 2017 to July 31, 2017. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||||||||
GREAT-WEST REAL ESTATE INDEX FUND | GREAT-WEST S&P MID CAP 400® INDEX
FUND |
GREAT-WEST S&P SMALL CAP 600® INDEX FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 2,720 | $ | 455 | $ | 9,869 | $ | 6,073 | $ | 2,053 | $ | 2,185 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
3,765 | 2,088 | 106,151 | 58,268 | 1,328 | 16,024 | ||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(19,266 | ) | (386 | ) | (323,188 | ) | 71,457 | (19,264 | ) | (2,304 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(12,781 | ) | 2,157 | (207,168 | ) | 135,798 | (15,883 | ) | 15,905 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
31,766 | 13,533 | 69,447 | 33,473 | ||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(2,936 | ) | (1,387 | ) | (22,887 | ) | (15,753 | ) | (143,890 | ) | (21,874 | ) | ||||||||||||||||||||||||
Net transfers |
115,920 | 48,531 | 408,350 | 567,485 | 32,220 | 19,126 | ||||||||||||||||||||||||||||||
Contract maintenance charges |
(46 | ) | (23 | ) | (700 | ) | (590 | ) | (243 | ) | (191 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
144,704 | 60,654 | 454,210 | 584,615 | (111,913 | ) | (2,939 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
131,923 | 62,811 | 247,042 | 720,413 | (127,796 | ) | 12,966 | |||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
62,811 | 0 | 1,140,631 | 420,218 | 141,874 | 128,908 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 194,734 | $ | 62,811 | $ | 1,387,673 | $ | 1,140,631 | $ | 14,078 | $ | 141,874 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
12,227 | 5,071 | 33,469 | 43,847 | 2,299 | 1,951 | ||||||||||||||||||||||||||||||
Units redeemed |
(1,432 | ) | (292 | ) | (8,932 | ) | (6,360 | ) | (10,685 | ) | (2,184 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
10,795 | 4,779 | 24,537 | 37,487 | (8,386 | ) | (233 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
(1) For the period January 30, 2017 to December 31, 2017. |
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, 2018 AND 2017
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||||
GREAT-WEST SHORT DURATION BOND
FUND |
GREAT-WEST SMALL CAP GROWTH FUND |
GREAT-WEST T. ROWE PRICE EQUITY
INCOME FUND | ||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2018 | 2017 | ||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 143,678 | $ | 92,435 | $ | $ | 5,154 | $ | 14,624 | |||||||||||||||||||||
Net realized gain (loss) on investments |
(11,424 | ) | 738 | 2,882 | 103,035 | 79,995 | ||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(89,020 | ) | 52,048 | (272,081 | ) | 156,687 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from operations |
43,234 | 145,221 | 2,882 | (163,892 | ) | 251,306 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||
Purchase payments received |
310,155 | 333,886 | 13,015 | 13,271 | ||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(181,394 | ) | (104,636 | ) | (150 | ) | (21,707 | ) | (21,920 | ) | ||||||||||||||||||||
Net transfers |
(2,113,095 | ) | 1,978,489 | (2,727 | ) | 42,356 | (20,493 | ) | ||||||||||||||||||||||
Contract maintenance charges |
(2,040 | ) | (2,224 | ) | (5 | ) | (330 | ) | (366 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(1,986,374 | ) | 2,205,515 | (2,882 | ) | 33,334 | (29,508 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Total increase (decrease) in net assets |
(1,943,140 | ) | 2,350,736 | 0 | (130,558 | ) | 221,798 | |||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||
Beginning of period |
9,588,374 | 7,237,638 | 0 | 1,755,157 | 1,533,359 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
End of period |
$ | 7,645,234 | $ | 9,588,374 | $ | 0 | $ | 1,624,599 | $ | 1,755,157 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||
Units issued |
57,670 | 172,554 | 7,772 | 4,740 | 4,421 | |||||||||||||||||||||||||
Units redeemed |
(199,743 | ) | (14,922 | ) | (7,772 | ) | (3,375 | ) | (5,333 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net increase (decrease) |
(142,073 | ) | 157,632 | 0 | 1,365 | (912 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(1) For the period June 11, 2018 to July 13, 2018. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
GREAT-WEST T. ROWE PRICE MID CAP
GROWTH FUND |
GREAT-WEST U.S. GOVERNMENT
SECURITIES FUND |
INVESCO V.I. CORE EQUITY FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 3,399 | $ | 10,024 | $ | 63,321 | $ | 49,214 | $ | 1,646 | $ | 1,606 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
377,686 | 260,050 | (37,973 | ) | (16,297 | ) | (17,949 | ) | 6,060 | |||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(428,922 | ) | 371,206 | (11,748 | ) | 48,751 | (1,664 | ) | 12,791 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(47,837 | ) | 641,280 | 13,600 | 81,668 | (17,967 | ) | 20,457 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
297,046 | 293,618 | 1 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(101,006 | ) | (742,652 | ) | (455,239 | ) | (155,168 | ) | (147,837 | ) | (26,511 | ) | ||||||||||||||||||||||||
Net transfers |
495,339 | (78,063 | ) | (160,502 | ) | (198,539 | ) | 25,447 | 19,145 | |||||||||||||||||||||||||||
Contract maintenance charges |
(1,719 | ) | (1,680 | ) | (1,229 | ) | (1,615 | ) | (249 | ) | (212 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
689,660 | (528,777 | ) | (616,970 | ) | (355,321 | ) | (122,639 | ) | (7,578 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
641,823 | 112,503 | (603,370 | ) | (273,653 | ) | (140,606 | ) | 12,879 | |||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
3,121,151 | 3,008,648 | 3,567,175 | 3,840,828 | 159,994 | 147,115 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 3,762,974 | $ | 3,121,151 | $ | 2,963,805 | $ | 3,567,175 | $ | 19,388 | $ | 159,994 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
36,970 | 20,526 | 1,514 | 2,798 | 1,135 | 1,249 | ||||||||||||||||||||||||||||||
Units redeemed |
(20,131 | ) | (34,858 | ) | (29,513 | ) | (19,072 | ) | (7,016 | ) | (1,525 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
16,839 | (14,332 | ) | (27,999 | ) | (16,274 | ) | (5,881 | ) | (276 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS |
||||||||||||||||||||||||||||
INVESCO
V.I. |
INVESCO V.I. GLOBAL REAL ESTATE FUND | INVESCO V.I. HEALTH CARE FUND | ||||||||||||||||||||||||||
2017 |
2018 | 2017 | 2018 | 2017 | ||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||
Net investment income (loss) |
$ | $ | 60,962 | $ | 51,523 | $ | $ | 427 | ||||||||||||||||||||
Net realized gain (loss) on investments |
31,555 | 28,727 | 11,449 | (16,791 | ) | |||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(191,911 | ) | 114,799 | (10,473 | ) | 33,271 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from operations |
0 | (99,394 | ) | 195,049 | 976 | 16,907 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||
Purchase payments received |
11,496 | 23,697 | ||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(4) | (49,401 | ) | (22,497 | ) | (1,091 | ) | (1,499 | ) | |||||||||||||||||||
Net transfers |
(104,443 | ) | 23,768 | (7,052 | ) | (38,991 | ) | |||||||||||||||||||||
Contract maintenance charges |
(430 | ) | (450 | ) | (100 | ) | (154 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(4) | (142,778 | ) | 24,518 | (8,243 | ) | (40,644 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Total increase (decrease) in net assets |
(4) | (242,172 | ) | 219,567 | (7,267 | ) | (23,737 | ) | ||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||
Beginning of period |
4 | 1,713,216 | 1,493,649 | 88,372 | 112,109 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
End of period |
$ | 0 | $ | 1,471,044 | $ | 1,713,216 | $ | 81,105 | $ | 88,372 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||
Units issued |
2,264 | 1,887 | 31 | 1,799 | ||||||||||||||||||||||||
Units redeemed |
(5,968 | ) | (1,260 | ) | (293 | ) | (3,161 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Net increase (decrease) |
0 | (3,704 | ) | 627 | (262 | ) | (1,362 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
(1) For the period January 1, 2017 to January 2, 2017. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
INVESCO V.I. INTERNATIONAL GROWTH FUND |
INVESCO V.I. MID CAP CORE EQUITY FUND | INVESCO V.I. TECHNOLOGY FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 73,520 | $ | 45,965 | $ | 1,153 | $ | 916 | $ | $ | ||||||||||||||||||||||||||
Net realized gain (loss) on investments |
64,204 | 56,213 | 31,271 | 23,871 | 19,848 | 15,853 | ||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(673,676 | ) | 538,854 | (58,430 | ) | 13,686 | (16,559 | ) | 37,969 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(535,952 | ) | 641,032 | (26,006 | ) | 38,473 | 3,289 | 53,822 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
47,661 | 73,103 | 1 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(59,548 | ) | (43,586 | ) | (1,895 | ) | (10,418 | ) | (2,021 | ) | (2,358 | ) | ||||||||||||||||||||||||
Net transfers |
217,646 | (17,034 | ) | 44,394 | (260,470 | ) | (41,043 | ) | (53,234 | ) | ||||||||||||||||||||||||||
Contract maintenance charges |
(1,095 | ) | (1,100 | ) | (121 | ) | (112 | ) | (188 | ) | (242 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
204,664 | 11,383 | 42,378 | (270,999 | ) | (43,252 | ) | (55,834 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(331,288 | ) | 652,415 | 16,372 | (232,526 | ) | (39,963 | ) | (2,012 | ) | ||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
3,431,746 | 2,779,331 | 179,809 | 412,335 | 169,423 | 171,435 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 3,100,458 | $ | 3,431,746 | $ | 196,181 | $ | 179,809 | $ | 129,460 | $ | 169,423 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
26,618 | 23,130 | 2,586 | 4,042 | 98 | 2,031 | ||||||||||||||||||||||||||||||
Units redeemed |
(14,637 | ) | (22,397 | ) | (954 | ) | (15,611 | ) | (1,691 | ) | (4,548 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
11,981 | 733 | 1,632 | (11,569 | ) | (1,593 | ) | (2,517 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
JANUS HENDERSON VIT BALANCED
|
JANUS HENDERSON VIT FLEXIBLE BOND
PORTFOLIO |
JANUS HENDERSON VIT FORTY PORTFOLIO | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 46,506 | $ | 29,410 | $ | 58,472 | $ | 63,017 | $ | 39,393 | $ | |||||||||||||||||||||||||
Net realized gain (loss) on investments |
194,837 | 59,481 | (68,879 | ) | (24,694 | ) | 697,113 | 483,142 | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(240,131 | ) | 212,693 | 2,799 | 43,380 | (658,232 | ) | 361,454 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
1,212 | 301,584 | (7,608 | ) | 81,703 | 78,274 | 844,596 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
342,161 | 300,167 | 103,001 | 102,679 | 83,210 | 69,458 | ||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(128,529 | ) | (54,076 | ) | (204,353 | ) | (57,760 | ) | (150,243 | ) | (69,366 | ) | ||||||||||||||||||||||||
Net transfers |
(306,594 | ) | 564,049 | 317,228 | (516,983 | ) | 516,133 | (2,340,257 | ) | |||||||||||||||||||||||||||
Contract maintenance charges |
(1,490 | ) | (1,112 | ) | (800 | ) | (1,127 | ) | (2,414 | ) | (3,535 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(94,452 | ) | 809,028 | 215,076 | (473,191 | ) | 446,686 | (2,343,700 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(93,240 | ) | 1,110,612 | 207,468 | (391,488 | ) | 524,960 | (1,499,104 | ) | |||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
2,293,664 | 1,183,052 | 1,597,452 | 1,988,940 | 1,731,815 | 3,230,919 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 2,200,424 | $ | 2,293,664 | $ | 1,804,920 | $ | 1,597,452 | $ | 2,256,775 | $ | 1,731,815 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
30,951 | 51,874 | 66,110 | 32,349 | 41,613 | 9,308 | ||||||||||||||||||||||||||||||
Units redeemed |
(34,472 | ) | (22,815 | ) | (57,625 | ) | (49,770 | ) | (30,837 | ) | (64,826 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
(3,521 | ) | 29,059 | 8,485 | (17,421 | ) | 10,776 | (55,518 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
JANUS HENDERSON VIT GLOBAL
RESEARCH |
JANUS HENDERSON VIT GLOBAL
TECHNOLOGY PORTFOLIO |
JANUS HENDERSON VIT OVERSEAS
PORTFOLIO | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 9,779 | $ | 6,453 | $ | 7,427 | $ | 1,293 | $ | 1,016 | $ | 897 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
12,476 | 16,944 | 47,228 | 44,746 | (55 | ) | (2,864 | ) | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(79,514 | ) | 152,187 | (128,669 | ) | 46,427 | (9,656 | ) | 16,575 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(57,259 | ) | 175,584 | (74,014 | ) | 92,466 | (8,695 | ) | 14,608 | |||||||||||||||||||||||||||
|
|
|
|
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|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
94,558 | 71,609 | 1 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(38,891 | ) | (13,747 | ) | (17,151 | ) | (8,615 | ) | (1,036 | ) | (7,250 | ) | ||||||||||||||||||||||||
Net transfers |
53,965 | 23,740 | 584,949 | 64,782 | (4,309 | ) | ||||||||||||||||||||||||||||||
Contract maintenance charges |
(384 | ) | (395 | ) | (513 | ) | (291 | ) | (5 | ) | (5 | ) | ||||||||||||||||||||||||
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|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
14,690 | 9,598 | 661,843 | 127,485 | (1,041 | ) | (11,563 | ) | ||||||||||||||||||||||||||||
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|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(42,569 | ) | 185,182 | 587,829 | 219,951 | (9,736 | ) | 3,045 | ||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
799,875 | 614,693 | 333,933 | 113,982 | 59,094 | 56,049 | ||||||||||||||||||||||||||||||
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| |||||||||||||||||||
End of period |
$ | 757,306 | $ | 799,875 | $ | 921,762 | $ | 333,933 | $ | 49,358 | $ | 59,094 | ||||||||||||||||||||||||
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| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
7,320 | 19,147 | 15,675 | 6,129 | 5 | 5 | ||||||||||||||||||||||||||||||
Units redeemed |
(6,364 | ) | (17,775 | ) | (1,801 | ) | (2,076 | ) | (42 | ) | (500 | ) | ||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
956 | 1,372 | 13,874 | 4,053 | (37 | ) | (495 | ) | ||||||||||||||||||||||||||||
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|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||
JPMORGAN |
LORD ABBETT SERIES DEVELOPING
GROWTH PORTFOLIO |
MFS VIT III MID CAP
VALUE PORTFOLIO |
MFS VIT MID CAP
GROWTH SERIES | |||||||||||||||||||||||||||||
2017 | 2018 | 2017 | 2018 | 2018 | ||||||||||||||||||||||||||||
(1) | (2) | (2) | ||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Net realized gain (loss) on investments |
(11 | ) | 12,759 | 1,953 | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
19 | (16,088 | ) | 4,139 | 66 |
|
107 |
| ||||||||||||||||||||||||
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|
|
| ||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
8 | (3,329 | ) | 6,092 | 66 | 107 | ||||||||||||||||||||||||||
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| ||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||
Purchase payments received |
19 | |||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(13 | ) | (1,229 | ) | (630 | ) | ||||||||||||||||||||||||||
Net transfers |
(1,905 | ) | 57,891 | 1,261 | 2,390 | 2,213 | ||||||||||||||||||||||||||
Contract maintenance charges |
(2 | ) | (31 | ) | (23 | ) | ||||||||||||||||||||||||||
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|
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|
|
|
| ||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(1,901 | ) | 56,631 | 608 | 2,390 | 2,213 | ||||||||||||||||||||||||||
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|
|
| ||||||||||||||||||
Total increase (decrease) in net assets |
(1,893 | ) | 53,302 | 6,700 | 2,456 | 2,320 | ||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||
Beginning of period |
1,893 | 27,219 | 20,519 | 0 | 0 | |||||||||||||||||||||||||||
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| ||||||||||||||||||
End of period |
$ | 0 | $ | 80,521 | $ | 27,219 | $ | 2,456 | $ | 2,320 | ||||||||||||||||||||||
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| ||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||
Units issued |
353 | 4,668 | 2,560 | 253 | 199 | |||||||||||||||||||||||||||
Units redeemed |
(538 | ) | (204 | ) | (2,509 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Net increase (decrease) |
(185 | ) | 4,464 | 51 | 253 | 199 | ||||||||||||||||||||||||||
|
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|
|
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| ||||||||||||||||||
(1) For the period January 1, 2017 to April 18, 2017. |
||||||||||||||||||||||||||||||||
(2) For the period December 24, 2018 to December 31, 2018. |
||||||||||||||||||||||||||||||||
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||||
MFS VIT TOTAL RETURN BOND SERIES | MFS VIT VALUE SERIES |
NEUBERGER BERMAN AMT GUARDIAN
| ||||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 29,640 | $ | 28,728 | $ | 6,032 | $ | 5,996 | $ | 544 | $ | 427 | ||||||||||||||||||||||||||
Net realized gain (loss) on investments |
(551 | ) | (89 | ) | 26,827 | 13,536 | (21,547 | ) | (8,915 | ) | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(38,366 | ) | (22,714 | ) | (72,178 | ) | 28,621 | 13,271 | 39,757 | |||||||||||||||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(9,277 | ) | 5,925 | (39,319 | ) | 48,153 | (7,732 | ) | 31,269 | |||||||||||||||||||||||||||||
|
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|
|
|
|
|
| |||||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||||
Purchase payments received |
1 | 21,056 | 4,051 | |||||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(8,984 | ) | (2,830 | ) | (5,897 | ) | (3,846 | ) | (82,989 | ) | (21,098 | ) | ||||||||||||||||||||||||||
Net transfers |
60,443 | 863,158 | 43,386 | 118,888 | (28,035 | ) | (20,779 | ) | ||||||||||||||||||||||||||||||
Contract maintenance charges |
(442 | ) | (146 | ) | (283 | ) | (250 | ) | (144 | ) | (169 | ) | ||||||||||||||||||||||||||
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
51,017 | 860,183 | 58,262 | 118,843 | (111,168 | ) | (42,046 | ) | ||||||||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total increase (decrease) in net assets |
41,740 | 866,108 | 18,943 | 166,996 | (118,900 | ) | (10,777 | ) | ||||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||||
Beginning of period |
866,108 | 0 | 337,190 | 170,194 | 138,268 | 149,045 | ||||||||||||||||||||||||||||||||
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|
| |||||||||||||||||||||
End of period |
$ | 907,848 | $ | 866,108 | $ | 356,133 | $ | 337,190 | $ | 19,368 | $ | 138,268 | ||||||||||||||||||||||||||
|
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|
|
|
|
| |||||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||||
Units issued |
6,206 | 84,925 | 5,705 | 12,644 | 99 | 207 | ||||||||||||||||||||||||||||||||
Units redeemed |
(1,158 | ) | (362 | ) | (1,198 | ) | (2,163 | ) | (3,923 | ) | (1,792 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Net increase (decrease) |
5,048 | 84,563 | 4,507 | 10,481 | (3,824 | ) | (1,585 | ) | ||||||||||||||||||||||||||||||
|
|
|
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|
|
|
|
| |||||||||||||||||||||
(1) For the period August 4, 2017 to December 31, 2017. |
||||||||||||||||||||||||||||||||||||||
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO |
NEUBERGER BERMAN AMT MID CAP GROWTH PORTFOLIO |
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 114 | $ | 75 | $ | $ | $ | 5,673 | $ | 11,322 | ||||||||||||||||||||||||||
Net realized gain (loss) on investments |
2,333 | 1,597 | 18,620 | (8,087 | ) | 179,038 | 54,068 | |||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(2,502 | ) | (12 | ) | (25,839 | ) | 51,094 | (296,631 | ) | 74,208 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(55 | ) | 1,660 | (7,219 | ) | 43,007 | (111,920 | ) | 139,598 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
1 | 13,213 | 24,278 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(4,253 | ) | (3,647 | ) | (91,319 | ) | (23,078 | ) | (14,882 | ) | (14,389 | ) | ||||||||||||||||||||||||
Net transfers |
(27,478 | ) | (117,980 | ) | (633,985 | ) | 600,138 | |||||||||||||||||||||||||||||
Contract maintenance charges |
(27 | ) | (26 | ) | (157 | ) | (275 | ) | (234 | ) | (245 | ) | ||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(4,280 | ) | (3,672 | ) | (118,954 | ) | (141,333 | ) | (635,888 | ) | 609,782 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(4,335 | ) | (2,012 | ) | (126,173 | ) | (98,326 | ) | (747,808 | ) | 749,380 | |||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
12,404 | 14,416 | 139,161 | 237,487 | 1,461,552 | 712,172 | ||||||||||||||||||||||||||||||
|
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|
|
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|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 8,069 | $ | 12,404 | $ | 12,988 | $ | 139,161 | $ | 713,744 | $ | 1,461,552 | ||||||||||||||||||||||||
|
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|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
1 | 92 | 291 | 947 | 31,044 | |||||||||||||||||||||||||||||||
Units redeemed |
(150 | ) | (141 | ) | (5,293 | ) | (6,867 | ) | (24,670 | ) | (6,897 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
(150 | ) | (140 | ) | (5,201 | ) | (6,576 | ) | (23,723 | ) | 24,147 | |||||||||||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
NEUBERGER BERMAN AMT SUSTAINABLE EQUITY PORTFOLIO |
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA |
PIMCO VIT HIGH YIELD PORTFOLIO | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 406 | $ | 37 | $ | 3,217 | $ | 6,687 | $ | 10,873 | $ | 14,053 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
4,966 | 961 | 136,495 | 54,113 | (839 | ) | (10,106 | ) | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(10,289 | ) | 1,113 | (246,455 | ) | 10,148 | (14,960 | ) | 16,526 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(4,917 | ) | 2,111 | (106,743 | ) | 70,948 | (4,926 | ) | 20,473 | |||||||||||||||||||||||||||
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
240,398 | 245,892 | 35,095 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(1,055 | ) | (94 | ) | (26,301 | ) | (21,782 | ) | (31,346 | ) | (43,797 | ) | ||||||||||||||||||||||||
Net transfers |
6,517 | 67,452 | 141,886 | 116,586 | (71,786 | ) | (206,065 | ) | ||||||||||||||||||||||||||||
Contract maintenance charges |
(98 | ) | (9 | ) | (495 | ) | (445 | ) | (200 | ) | (288 | ) | ||||||||||||||||||||||||
|
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|
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|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
5,364 | 67,349 | 355,488 | 340,251 | (68,237 | ) | (250,150 | ) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
447 | 69,460 | 248,745 | 411,199 | (73,163 | ) | (229,677 | ) | ||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
76,736 | 7,276 | 664,303 | 253,104 | 253,653 | 483,330 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 77,183 | $ | 76,736 | $ | 913,048 | $ | 664,303 | $ | 180,490 | $ | 253,653 | ||||||||||||||||||||||||
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
241 | 2,249 | 31,433 | 45,795 | 1,498 | 1,473 | ||||||||||||||||||||||||||||||
Units redeemed |
(87 | ) | (204 | ) | (3,361 | ) | (16,017 | ) | (4,333 | ) | (12,341 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
154 | 2,045 | 28,072 | 29,778 | (2,835 | ) | (10,868 | ) | ||||||||||||||||||||||||||||
|
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|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
PIMCO VIT LOW DURATION PORTFOLIO |
PIMCO VIT REAL RETURN PORTFOLIO | PIMCO VIT TOTAL RETURN PORTFOLIO | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 115,953 | $ | 73,349 | $ | 13,688 | $ | 17,982 | $ | 92,404 | $ | 71,999 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
(10,619 | ) | (6,706 | ) | (14,665 | ) | (4,001 | ) | 29,787 | (8,136 | ) | |||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(83,547 | ) | 5,835 | (19,173 | ) | 14,384 | (142,553 | ) | 105,918 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
21,787 | 72,478 | (20,150 | ) | 28,365 | (20,362 | ) | 169,781 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
7,125 | 77,185 | 20,973 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(125,888 | ) | (98,403 | ) | (9,327 | ) | (11,346 | ) | (78,599 | ) | (63,868 | ) | ||||||||||||||||||||||||
Net transfers |
485,489 | 909,592 | (600,599 | ) | 497,444 | (105,258 | ) | 90,490 | ||||||||||||||||||||||||||||
Contract maintenance charges |
(2,587 | ) | (2,022 | ) | (237 | ) | (287 | ) | (785 | ) | (809 | ) | ||||||||||||||||||||||||
|
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|
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|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
357,014 | 809,167 | (610,163 | ) | 492,936 | (107,457 | ) | 46,786 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
378,801 | 881,645 | (630,313 | ) | 521,301 | (127,819 | ) | 216,567 | ||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
5,744,097 | 4,862,452 | 1,140,541 | 619,240 | 3,672,788 | 3,456,221 | ||||||||||||||||||||||||||||||
|
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|
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|
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|
| |||||||||||||||||||
End of period |
$ | 6,122,898 | $ | 5,744,097 | $ | 510,228 | $ | 1,140,541 | $ | 3,544,969 | $ | 3,672,788 | ||||||||||||||||||||||||
|
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|
|
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|
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|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
36,527 | 63,603 | 1,919 | 35,060 | 6,997 | 8,414 | ||||||||||||||||||||||||||||||
Units redeemed |
(12,862 | ) | (9,635 | ) | (36,985 | ) | (6,801 | ) | (12,537 | ) | (6,037 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
23,665 | 53,968 | (35,066 | ) | 28,259 | (5,540 | ) | 2,377 | ||||||||||||||||||||||||||||
|
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|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
PIONEER REAL ESTATE SHARES VCT PORTFOLIO |
PUTNAM VT EQUITY INCOME FUND | PUTNAM VT HIGH YIELD FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 1,355 | $ | 627 | $ | 4,206 | $ | 7,186 | $ | 49,683 | $ | 44,876 | ||||||||||||||||||||||||
Net realized gain (loss) on investments |
4,451 | 1,581 | 46,666 | 23,953 | (7,716 | ) | 164 | |||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(8,662 | ) | (1,383 | ) | (79,680 | ) | 41,528 | (67,997 | ) | 7,982 | ||||||||||||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(2,856 | ) | 825 | (28,808 | ) | 72,667 | (26,030 | ) | 53,022 | |||||||||||||||||||||||||||
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
19,638 | 11,201 | 41,864 | 47,891 | 24,713 | 53,143 | ||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(2,095 | ) | (1,069 | ) | (59,209 | ) | (15,570 | ) | (9,975 | ) | (11,055 | ) | ||||||||||||||||||||||||
Net transfers |
21,163 | (65,972 | ) | 15,569 | (97,536 | ) | 112,966 | |||||||||||||||||||||||||||||
Contract maintenance charges |
(38 | ) | (31 | ) | (293 | ) | (300 | ) | (365 | ) | (407 | ) | ||||||||||||||||||||||||
|
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|
|
|
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|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
17,505 | 31,264 | (83,610 | ) | 47,590 | (83,163 | ) | 154,647 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
14,649 | 32,089 | (112,418 | ) | 120,257 | (109,193 | ) | 207,669 | ||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
34,559 | 2,470 | 453,438 | 333,181 | 830,851 | 623,182 | ||||||||||||||||||||||||||||||
|
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|
|
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|
|
|
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|
|
| |||||||||||||||||||
End of period |
$ | 49,208 | $ | 34,559 | $ | 341,020 | $ | 453,438 | $ | 721,658 | $ | 830,851 | ||||||||||||||||||||||||
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
1,941 | 3,094 | 2,900 | 3,624 | 2,334 | 11,307 | ||||||||||||||||||||||||||||||
Units redeemed |
(218 | ) | (109 | ) | (5,178 | ) | (2,041 | ) | (5,859 | ) | (4,342 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
1,723 | 2,985 | (2,278 | ) | 1,583 | (3,525 | ) | 6,965 | ||||||||||||||||||||||||||||
|
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|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
PUTNAM VT INCOME FUND | PUTNAM VT INTERNATIONAL GROWTH FUND |
PUTNAM VT SMALL CAP VALUE FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
(1) | (2) | |||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 3,371 | $ | $ | 27 | $ | 72 | $ | 586 | $ | 741 | |||||||||||||||||||||||||
Net realized gain (loss) on investments |
(43 | ) | (1 | ) | 1,735 | 1,015 | 25,063 | 3,125 | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(2,153 | ) | 238 | (13,064 | ) | 1,388 | (44,547 | ) | 2,208 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
1,175 | 237 | (11,302 | ) | 2,475 | (18,898 | ) | 6,074 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
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|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
58,232 | 22,986 | 3,645 | |||||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(4,927 | ) | (1,429 | ) | (620 | ) | (252 | ) | (1,057 | ) | (1,180 | ) | ||||||||||||||||||||||||
Net transfers |
58,846 | 46,043 | 1,673 | 5,881 | 84,039 | |||||||||||||||||||||||||||||||
Contract maintenance charges |
(22 | ) | (8 | ) | (15 | ) | (10 | ) | (36 | ) | (33 | ) | ||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
112,129 | 21,549 | 45,408 | 1,411 | 4,788 | 86,471 | ||||||||||||||||||||||||||||||
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
113,304 | 21,786 | 34,106 | 3,886 | (14,110 | ) | 92,545 | |||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
21,786 | 0 | 10,690 | 6,804 | 92,545 | 0 | ||||||||||||||||||||||||||||||
|
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|
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| |||||||||||||||||||
End of period |
$ | 135,090 | $ | 21,786 | $ | 44,796 | $ | 10,690 | $ | 78,435 | $ | 92,545 | ||||||||||||||||||||||||
|
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|
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|
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|
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|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
11,145 | 2,192 | 1,854 | 391 | 995 | 8,138 | ||||||||||||||||||||||||||||||
Units redeemed |
(495 | ) | (139 | ) | (30 | ) | (330 | ) | (600 | ) | (987 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
10,650 | 2,053 | 1,824 | 61 | 395 | 7,151 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
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|
|
|
|
|
|
| |||||||||||||||||||
(1) For the period July 24, 2017 to December 31, 2017. |
|
|||||||||||||||||||||||||||||||||||
(2) For the period January 30, 2017 to December 31, 2017. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
PUTNAM VT SUSTAINABLE FUTURE FUND | ROYCE CAPITAL FUND - MICRO-CAP
PORTFOLIO |
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
(1) | ||||||||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | 981 | $ | 776 | $ | $ | 9 | $ | 3,483 | $ | 8,469 | |||||||||||||||||||||||||
Net realized gain (loss) on investments |
8,277 | 3,210 | 150 | 540 | 10,465 | (38,331 | ) | |||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(10,440 | ) | 5,814 | (119 | ) | (1,014 | ) | (109,921 | ) | 81,946 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(1,182 | ) | 9,800 | 31 | (465 | ) | (95,973 | ) | 52,084 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
24,655 | 34,135 | 1 | 28,155 | 27,900 | |||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(2,369 | ) | (2,388 | ) | (21 | ) | (11,466 | ) | (18,733 | ) | (17,162 | ) | ||||||||||||||||||||||||
Net transfers |
(47,616 | ) | (1,777 | ) | (12,010 | ) | (91,835 | ) | ||||||||||||||||||||||||||||
Contract maintenance charges |
(49 | ) | (68 | ) | (6 | ) | (252 | ) | (243 | ) | ||||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
(25,379 | ) | 31,679 | (1,798 | ) | (23,481 | ) | 9,170 | (81,340 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
(26,561 | ) | 41,479 | (1,767 | ) | (23,946 | ) | (86,803 | ) | (29,256 | ) | |||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
114,508 | 73,029 | 1,767 | 25,713 | 1,094,493 | 1,123,749 | ||||||||||||||||||||||||||||||
|
|
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|
|
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|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 87,947 | $ | 114,508 | $ | 0 | $ | 1,767 | $ | 1,007,690 | $ | 1,094,493 | ||||||||||||||||||||||||
|
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|
|
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|
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|
|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
809 | 1,020 | 1 | 1,406 | 2,246 | |||||||||||||||||||||||||||||||
Units redeemed |
(1,435 | ) | (79 | ) | (120 | ) | (1,711 | ) | (1,064 | ) | (6,612 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
(626 | ) | 941 | (120 | ) | (1,710 | ) | 342 | (4,366 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
(1) For the period January 1, 2018 to May 23, 2018. |
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||||||||||||||||||||||||||||||
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO |
VAN ECK VIP EMERGING MARKETS FUND | VAN ECK VIP GLOBAL HARD ASSETS FUND | ||||||||||||||||||||||||||||||||||
2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||||||||||||||||||||||
OPERATIONS: |
||||||||||||||||||||||||||||||||||||
Net investment income (loss) |
$ | $ | $ | 153 | $ | 194 | $ | $ | ||||||||||||||||||||||||||||
Net realized gain (loss) on investments |
71,669 | 16,222 | 780 | 63 | (3,821 | ) | (16,788 | ) | ||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) on investments |
(104,966 | ) | 140,416 | (15,003 | ) | 19,367 | (268,190 | ) | 28,786 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from operations |
(33,297 | ) | 156,638 | (14,070 | ) | 19,624 | (272,011 | ) | 11,998 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
CONTRACT TRANSACTIONS: |
||||||||||||||||||||||||||||||||||||
Purchase payments received |
27,462 | 791 | 2,499 | 2,500 | 13,119 | 5,923 | ||||||||||||||||||||||||||||||
Transfers for contract benefits and terminations |
(25,599 | ) | (10,615 | ) | (1,089 | ) | (1,214 | ) | (11,112 | ) | (10,493 | ) | ||||||||||||||||||||||||
Net transfers |
593,526 | 811,943 | 8 | 128,905 | 162,101 | |||||||||||||||||||||||||||||||
Contract maintenance charges |
(536 | ) | (311 | ) | (8 | ) | (8 | ) | (239 | ) | (231 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Increase (decrease) in net assets resulting from contract transactions |
594,853 | 801,808 | 1,410 | 1,278 | 130,673 | 157,300 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total increase (decrease) in net assets |
561,556 | 958,446 | (12,660 | ) | 20,902 | (141,338 | ) | 169,298 | ||||||||||||||||||||||||||||
NET ASSETS: |
||||||||||||||||||||||||||||||||||||
Beginning of period |
1,025,030 | 66,584 | 58,247 | 37,345 | 920,836 | 751,538 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
End of period |
$ | 1,586,586 | $ | 1,025,030 | $ | 45,587 | $ | 58,247 | $ | 779,498 | $ | 920,836 | ||||||||||||||||||||||||
|
|
|
|
|
|
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|
|
|
|
|
| |||||||||||||||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||||||||||||||||||||||||||||||
Units issued |
41,740 | 68,696 | 100 | 65 | 3,593 | 4,581 | ||||||||||||||||||||||||||||||
Units redeemed |
(4,029 | ) | (2,916 | ) | (75 | ) | (30 | ) | (629 | ) | (1,329 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) |
37,711 | 65,780 | 25 | 35 | 2,964 | 3,252 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018 AND 2017
INVESTMENT DIVISIONS | ||||||||
VICTORY RS SMALL CAP GROWTH EQUITY VIP SERIES | ||||||||
2018 | ||||||||
(1) | ||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||
OPERATIONS: |
||||||||
Net investment income (loss) |
$ | |||||||
Net realized gain (loss) on investments |
||||||||
Change in net unrealized appreciation (depreciation) on investments |
417 | |||||||
|
|
| ||||||
Increase (decrease) in net assets resulting from operations |
417 | |||||||
|
|
| ||||||
CONTRACT TRANSACTIONS: |
||||||||
Purchase payments received |
||||||||
Transfers for contract benefits and terminations |
||||||||
Net transfers |
5,842 | |||||||
Contract maintenance charges |
||||||||
|
|
| ||||||
Increase (decrease) in net assets resulting from contract transactions |
5,842 | |||||||
|
|
| ||||||
Total increase (decrease) in net assets |
6,259 | |||||||
NET ASSETS: |
||||||||
Beginning of period |
0 | |||||||
|
|
| ||||||
End of period |
$ | 6,259 | ||||||
|
|
| ||||||
CHANGES IN UNITS OUTSTANDING: |
||||||||
Units issued |
719 | |||||||
Units redeemed |
||||||||
|
|
| ||||||
Net increase (decrease) |
719 | |||||||
|
|
|
(1) For the period December 24, 2018 to December 31, 2018.
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, 2018
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. It 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 Companys other assets and liabilities. The portion of the Series Accounts 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 (U.S. GAAP) 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. The Series Account is an investment company and, therefore, applies specialized accounting guidance in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services Investment Companies (ASC Topic 946). The following is a summary of the significant accounting policies of the Series Account.
Security Valuation
Mutual fund investments held by the Investment Divisions are valued at the reported net asset values of such underlying mutual funds, which value their investment securities at fair value.
The Series Account classifies its valuations into three levels based upon the observability of inputs to the valuation of the Series Accounts investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:
Level 1 Unadjusted quoted prices for identical securities in active markets.
Level 2 Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.
Level 3 Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect the reporting entitys own assumptions and would be based on the best information available under the circumstances.
As of December 31, 2018, the only investments of each of the Investment Divisions of the Series Account were in underlying mutual funds that are actively traded, therefore 100% of the investments are valued using Level 1 inputs.
Fund of Funds Structure Risk
Since the Series Account invests directly in underlying funds, all risks associated with the eligible underlying funds apply to the Series Account. To the extent the Series Account invests more of its assets in one underlying fund than another, the Series Account will have greater exposure to the risks of the underlying fund.
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.
Application of Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board issued ASU No. 2018-13, Fair-Value Measurement: Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement (ASU No. 2018-13). ASU No. 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The disclosure changes in ASU 2018-13 are effective for the first interim or annual period beginning after December 15, 2019. Early adoption is permitted for any eliminated or modified disclosures. Eliminated and modified disclosures have been adopted, and there was no impact to the financial statements.
2. | PURCHASES AND SALES OF INVESTMENTS |
The cost of purchases and proceeds from sales of investments for the year ended December 31, 2018 were as follows:
Investment Division |
Purchases | Sales | ||||||
Alger Small Cap Growth Portfolio |
$ | 124,473 | $ | 90,145 | ||||
American Century Investments VP Capital Appreciation Fund |
103,068 | 3,795 | ||||||
American Century Investments VP Income & Growth Fund |
337 | 4,661 | ||||||
American Century Investments VP Inflation Protection Fund |
146,311 | 47,185 | ||||||
American Century Investments VP International Fund |
11,779 | 2,770 | ||||||
American Century Investments VP Value Fund |
306,767 | 139,353 | ||||||
American Funds IS Global Small Capitalization Fund |
161,112 | 13,947 | ||||||
American Funds IS Growth Fund |
687,519 | 281,114 | ||||||
American Funds IS International Fund |
208,882 | 203,342 | ||||||
American Funds IS New World Fund |
285,276 | 220,352 | ||||||
BlackRock Global Allocation Fund |
23,666 | 185 | ||||||
Clearbridge Variable Mid Cap Portfolio |
42,428 | 979 | ||||||
Clearbridge Variable Small Cap Growth Portfolio |
26,528 | 18,494 | ||||||
Columbia Variable Portfolio - Small Cap Value Fund |
18,038 | 7,127 | ||||||
Davis Financial Portfolio |
21,533 | 11,782 | ||||||
Davis Value Portfolio |
21,240 | 2,082 | ||||||
Delaware VIP International Value Equity Series |
94 | 1 | ||||||
Delaware VIP Small Cap Value Series |
11,088 | 17,008 | ||||||
Dreyfus Stock Index Fund |
2,901,007 | 1,566,159 | ||||||
Dreyfus VIF International Equity Portfolio |
49,698 | 1,655 | ||||||
DWS CROCI® U.S. VIP |
81,786 | 50,726 | ||||||
DWS Global Small Cap Growth VIP |
23,573 | 147,038 | ||||||
DWS High Income VIP |
18,108 | 1,050 | ||||||
DWS Small Cap Index VIP |
998,421 | 358,441 | ||||||
DWS Small Mid Cap Value VIP |
641,864 | 175,199 | ||||||
Federated Kaufmann Fund II |
26,247 | 12,370 | ||||||
Fidelity VIP Contrafund Portfolio |
509,403 | 261,328 | ||||||
Fidelity VIP Growth Portfolio |
353,677 | 270,412 | ||||||
Fidelity VIP Investment Grade Bond Portfolio |
70,694 | 265,888 | ||||||
Fidelity VIP Mid Cap Portfolio |
448,736 | 262,292 | ||||||
Goldman Sachs VIT Mid Cap Value Fund |
40,973 | 4,091 | ||||||
Great-West Aggressive Profile Fund |
756,003 | 44,064 | ||||||
Great-West Ariel Mid Cap Value Fund |
66,094 | 199,686 | ||||||
Great-West Bond Index Fund |
133,107 | 190,462 | ||||||
Great-West Conservative Profile Fund |
729,736 | 7,370 | ||||||
Great-West Core Bond Fund |
138,981 | 35,451 | ||||||
Great-West Emerging Markets Equity Fund |
2,053 | - | ||||||
Great-West Global Bond Fund |
651,762 | 751,114 | ||||||
Great-West Government Money Market Fund |
9,351,716 | 11,496,275 | ||||||
Great-West International Index Fund |
16,013 | 2,290 | ||||||
Great-West International Value Fund |
2,982,379 | 168,373 | ||||||
Great-West Large Cap Growth Fund |
113,663 | 85,428 | ||||||
Great-West Lifetime 2015 Fund |
1,318,693 | 215,925 | ||||||
Great-West Lifetime 2025 Fund |
464,206 | 31,804 | ||||||
Great-West Lifetime 2025 Fund |
1,120,828 | 477,243 | ||||||
Great-West Lifetime 2030 Fund |
584,143 | 13,039 | ||||||
Great-West Lifetime 2035 Fund |
1,437,175 | 132,424 | ||||||
Great-West Lifetime 2040 Fund |
325,066 | 99,924 | ||||||
Great-West Lifetime 2045 Fund |
345,999 | 104,373 | ||||||
Great-West Lifetime 2050 Fund |
88,487 | 12,913 | ||||||
Great-West Lifetime 2055 Fund |
67,879 | 3,574 | ||||||
Great-West Loomis Sayles Small Cap Value Fund |
173,568 | 88,553 | ||||||
Great-West Mid Cap Value Fund |
51,565 | 3,779 | ||||||
Great-West Moderate Profile Fund |
306,675 | 44,981 |
Investment Division |
Purchases | Sales | ||||||
Great-West Moderately Aggressive Profile Fund |
$ | 83,341 | $ | 10,733 | ||||
Great-West Moderately Conservative Profile Fund |
50,310 | 5,689 | ||||||
Great-West Multi-Sector Bond Fund |
139,303 | 166,803 | ||||||
Great-West Real Estate Index Fund |
161,025 | 9,848 | ||||||
Great-West S&P Mid Cap 400® Index Fund |
695,678 | 137,081 | ||||||
Great-West S&P Small Cap 600® Index Fund |
53,007 | 144,910 | ||||||
Great-West Short Duration Bond Fund |
919,706 | 2,762,402 | ||||||
Great-West Small Cap Growth Fund |
125,412 | 128,294 | ||||||
Great-West T. Rowe Price Equity Income Fund |
229,205 | 95,773 | ||||||
Great-West T. Rowe Price Mid Cap Growth Fund |
1,807,030 | 899,601 | ||||||
Great-West U. S. Government Securities Fund |
87,137 | 640,786 | ||||||
Invesco V.I. Core Equity Fund |
39,667 | 148,874 | ||||||
Invesco V.I. Global Real Estate Fund |
159,949 | 222,701 | ||||||
Invesco V.I. Health Care Fund |
11,895 | 8,954 | ||||||
Invesco V.I. International Growth Fund |
526,740 | 223,658 | ||||||
Invesco V.I. Mid Cap Core Equity Fund |
97,908 | 22,467 | ||||||
Invesco V.I. Technology Fund |
8,933 | 45,645 | ||||||
Janus Henderson VIT Balanced Portfolio |
1,041,964 | 1,033,328 | ||||||
Janus Henderson VIT Flexible Bond Portfolio |
1,767,760 | 1,494,212 | ||||||
Janus Henderson VIT Forty Portfolio |
2,456,653 | 1,547,338 | ||||||
Janus Henderson VIT Global Research Portfolio |
109,853 | 85,384 | ||||||
Janus Henderson VIT Global Technology Portfolio |
760,804 | 69,111 | ||||||
Janus Henderson VIT Overseas Portfolio |
1,016 | 1,041 | ||||||
Lord Abbett Series Developing Growth Portfolio |
71,053 | 2,403 | ||||||
MFS VIT III Mid Cap Value Portfolio |
2,390 | - | ||||||
MFS VIT Mid Cap Growth Series |
2,213 | - | ||||||
MFS VIT Total Return Bond Series |
90,082 | 9,425 | ||||||
MFS VIT Value Series |
102,239 | 11,683 | ||||||
Neuberger Berman AMT Guardian Portfolio |
13,760 | 113,737 | ||||||
Neuberger Berman AMT Large Cap Value Portfolio |
1,125 | 4,280 | ||||||
Neuberger Berman AMT Mid Cap Growth Portfolio |
10,211 | 120,711 | ||||||
Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio |
66,265 | 657,181 | ||||||
Neuberger Berman AMT Sustainable Equity Portfolio |
13,016 | 2,707 | ||||||
Oppenheimer Main Street Small Cap Fund/VA |
520,189 | 28,987 | ||||||
PIMCO VIT High Yield Portfolio |
43,862 | 101,226 | ||||||
PIMCO VIT Low Duration Portfolio |
643,607 | 170,640 | ||||||
PIMCO VIT Real Return Portfolio |
42,883 | 639,358 | ||||||
PIMCO VIT Total Return Portfolio |
261,957 | 233,088 | ||||||
Pioneer Real Estate Shares VCT Portfolio |
24,413 | 954 | ||||||
Putnam VT Equity Income Fund |
121,928 | 180,683 | ||||||
Putnam VT High Yield Fund |
98,830 | 132,310 | ||||||
Putnam VT Income Fund |
117,654 | 2,154 | ||||||
Putnam VT International Growth Fund |
47,686 | 636 | ||||||
Putnam VT Small Cap Value Fund |
39,237 | 7,030 | ||||||
Putnam VT Sustainable Future Fund |
33,293 | 53,901 | ||||||
Royce Capital Fund - Micro-Cap Portfolio |
- | 1,798 | ||||||
Royce Capital Fund - Small-Cap Portfolio |
44,638 | 17,718 | ||||||
T. Rowe Price Blue Chip Growth Portfolio |
705,363 | 57,204 | ||||||
Van Eck VIP Emerging Markets Fund |
4,786 | 3,223 | ||||||
Van Eck VIP Global Hard Assets Fund |
159,974 | 29,301 | ||||||
Victory RS Small Cap Growth Equity VIP Series |
5,842 | - |
3. | EXPENSES AND RELATED PARTY TRANSACTIONS |
Cost of Insurance
The Company deducts from each participants 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 participants 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 participants 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 participants 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 participants account an amount equal to a maximum of $10 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 each participants account equal to an annual rate that will not exceed 0.90% annually. Currently, the charge is 0.28% 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 Transfers for contract benefits and terminations on the Statement of Changes in Net Assets 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 received. A maximum of 6.5% of this charge will be deducted as sales load to compensate the Company in part for sales and promotional expenses in connection with selling the policies. A maximum of 3.5% of this charge will be used to cover premium taxes and certain federal income tax obligations resulting from the receipt of premiums. This charge is netted with Purchase payments received on the Statement of Changes in Net Assets of the applicable Investment Divisions.
Supplemental Benefit Charges
The Company deducts from each participants account an amount to pay for certain riders selected by the policy holder. This charge varies based on individual characteristics of the policy holder when the rider is added to the policy and is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.
Related Party Transactions
Great-West Funds, Inc., funds of which are underlying certain Investment Divisions, is a registered investment company affiliated with the Company. Great-West Capital Management, LLC (GWCM), a wholly owned subsidiary of the Company, serves as investment adviser to Great-West Funds, Inc. Fees are assessed against the average daily net assets of the portfolios of Great-West Funds, Inc. to compensate GWCM for investment advisory services.
4. | FINANCIAL HIGHLIGHTS |
For each Investment Division, the accumulation units outstanding, net assets, investment income ratio, the range of lowest to highest expense ratio (excluding expenses of the underlying funds), total return and accumulation unit fair values for each year or period ended December 31 are included on the following pages. The unit values in the Financial Highlights are calculated based on the net assets and accumulation units outstanding as of December 31 of each year presented and may differ from the unit value reflected on the Statement of Assets and Liabilities due to rounding.
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 12-month period indicated or from the effective date through the end of the reporting period and are not annualized for periods less than one year. When a new Investment Division is added to the Series Account, the calculation of the total return begins on the day it is added even though it may not have had operations for all or some of the same period. Unit values and returns for bands or Investment Divisions that had no operations activity during the reporting period are not shown.
The Investment Income Ratio represents the dividends, excluding distributions of capital gains, received by the Investment Division from the underlying mutual fund divided by average net assets during the period. It is not annualized for periods less than one year. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the Investment Division is affected by the timing of the declaration of dividends by the underlying fund in which the Investment Division invests.
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 | Total Return | ||||||||||||||||||
ALGER SMALL CAP GROWTH PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/12/2009) |
||||||||||||||||||||||||
2018 |
3 | $ 165.57 | $ 455 | 0.00 % | 0.00 % | 1.44 % | ||||||||||||||||||
2017 |
3 | $ 163.24 | $ 428 | 0.00 % | 0.00 % | 28.73 % | ||||||||||||||||||
2016 |
3 | $ 126.82 | $ 339 | 0.00 % | 0.00 % | 6.24 % | ||||||||||||||||||
2015 |
3 | $ 119.36 | $ 327 | 0.00 % | 0.00 % | (3.32) % | ||||||||||||||||||
2014 |
3 | $ 123.46 | $ 404 | 0.00 % | 0.00 % | 0.43 % | ||||||||||||||||||
AMERICAN CENTURY INVESTMENTS VP CAPITAL APPRECIATION FUND |
||||||||||||||||||||||||
(Effective date 04/24/2014) |
||||||||||||||||||||||||
2018 |
13 | $ 13.24 | $ 174 | 0.00 % | 0.00 % | (5.20) % | ||||||||||||||||||
2017 |
6 | $ 13.97 | $ 89 | 0.00 % | 0.00 % | 21.79 % | ||||||||||||||||||
2016 |
10 | $ 11.47 | $ 119 | 0.00 % | 0.00 % | 3.23 % | ||||||||||||||||||
2015 |
11 | $ 11.11 | $ 120 | 0.00 % | 0.00 % | 1.93 % | ||||||||||||||||||
2014 |
10 | $ 10.90 | $ 114 | 0.00 % | 0.00 % | 9.00 % | ||||||||||||||||||
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND |
||||||||||||||||||||||||
2018 |
0 | * | $ 21.00 | $ 0 | * | 1.71 % | 0.00 % | (6.87) % | ||||||||||||||||
2017 |
0 | * | $ 24.35 | $ 5 | 2.26 % | 0.00 % | 20.49 % | |||||||||||||||||
2016 |
0 | * | $ 20.20 | $ 7 | 2.33 % | 0.00 % | 13.49 % | |||||||||||||||||
2015 |
1 | $ 17.77 | $ 13 | 2.01 % | 0.00 % | (5.63) % | ||||||||||||||||||
2014 |
1 | $ 18.84 | $ 22 | 2.01 % | 0.00 % | 12.54 % | ||||||||||||||||||
AMERICAN CENTURY INVESTMENTS VP INFLATION PROTECTION FUND |
||||||||||||||||||||||||
(Effective date 05/01/2015) |
||||||||||||||||||||||||
2018 |
64 | $ 10.13 | $ 644 | 2.92 % | 0.00 % | (2.82) % | ||||||||||||||||||
2017 |
56 | $ 10.42 | $ 582 | 2.73 % | 0.00 % | 3.67 % | ||||||||||||||||||
2016 |
43 | $ 10.05 | $ 433 | 0.72 % | 0.00 % | 4.39 % | ||||||||||||||||||
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND |
||||||||||||||||||||||||
2018 |
4 | $ 12.25 | $ 52 | 1.24 % | 0.00 % | (15.22) % | ||||||||||||||||||
2017 |
4 | $ 14.45 | $ 55 | 0.94 % | 0.00 % | 31.20 % | ||||||||||||||||||
2016 |
5 | $ 11.01 | $ 50 | 0.98 % | 0.00 % | (5.49) % | ||||||||||||||||||
2015 |
4 | $ 11.65 | $ 48 | 0.77 % | 0.00 % | 0.75 % | ||||||||||||||||||
2014 |
48 | $ 11.57 | $ 555 | 1.63 % | 0.00 % | (5.47) % | ||||||||||||||||||
AMERICAN CENTURY INVESTMENTS VP VALUE FUND |
||||||||||||||||||||||||
2018 |
21 | $ 39.86 | $ 844 | 1.70 % | 0.00 % | (9.15) % | ||||||||||||||||||
2017 |
18 | $ 43.87 | $ 782 | 1.74 % | 0.00 % | 8.75 % | ||||||||||||||||||
2016 |
13 | $ 40.35 | $ 511 | 1.74 % | 0.00 % | 20.48 % | ||||||||||||||||||
2015 |
3 | $ 33.49 | $ 108 | 1.64 % | 0.00 % | (3.88) % | ||||||||||||||||||
2014 |
23 | $ 34.84 | $ 817 | 1.54 % | 0.00 % | 13.08 % | ||||||||||||||||||
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND |
||||||||||||||||||||||||
(Effective date 05/05/2008) |
||||||||||||||||||||||||
2018 |
9 | $ 14.33 | $ 126 | 0.09 % | 0.00 % | (10.55) % | ||||||||||||||||||
2017 |
0 | * | $ 16.03 | $ 4 | 0.15 % | 0.00 % | 25.90 % | |||||||||||||||||
2016 |
3 | $ 12.73 | $ 42 | 0.21 % | 0.00 % | 2.09 % | ||||||||||||||||||
2015 |
6 | $ 12.47 | $ 78 | 0.00 % | 0.00 % | 0.27 % | ||||||||||||||||||
2014 |
12 | $ 12.43 | $ 144 | 0.13 % | 0.00 % | 2.05 % |
(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 | Total Return | ||||||||||||||||||
AMERICAN FUNDS IS GROWTH FUND |
||||||||||||||||||||||||
(Effective date 05/05/2008) |
||||||||||||||||||||||||
2018 |
98 | $ 24.44 | $ 2,394 | 0.44 % | 0.00 % | (0.25) % | ||||||||||||||||||
2017 |
93 | $ 24.50 | $ 2,269 | 0.48 % | 0.00 % | 28.29 % | ||||||||||||||||||
2016 |
106 | $ 19.10 | $ 2,017 | 0.71 % | 0.00 % | 9.49 % | ||||||||||||||||||
2015 |
121 | $ 17.44 | $ 2,105 | 0.62 % | 0.00 % | 6.85 % | ||||||||||||||||||
2014 |
121 | $ 16.32 | $ 1,975 | 0.73 % | 0.00 % | 8.51 % | ||||||||||||||||||
AMERICAN FUNDS IS INTERNATIONAL FUND |
||||||||||||||||||||||||
(Effective date 05/05/2008) |
||||||||||||||||||||||||
2018 |
174 | $ 12.54 | $ 1,469 | 1.68 % | 0.00 % | (13.14) % | ||||||||||||||||||
2017 |
124 | $ 14.44 | $ 1,790 | 1.26 % | 0.00 % | 32.15 % | ||||||||||||||||||
2016 |
135 | $ 10.93 | $ 1,475 | 1.47 % | 0.00 % | 3.53 % | ||||||||||||||||||
2015 |
130 | $ 10.55 | $ 1,370 | 1.48 % | 0.00 % | (4.53) % | ||||||||||||||||||
2014 |
155 | $ 11.05 | $ 1,715 | 1.39 % | 0.00 % | (2.73) % | ||||||||||||||||||
AMERICAN FUNDS IS NEW WORLD FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
80 | $ 19.62 | $ 1,568 | 0.86 % | 0.00 % | (14.04) % | ||||||||||||||||||
2017 |
80 | $ 22.83 | $ 1,823 | 0.95 % | 0.00 % | 29.45 % | ||||||||||||||||||
2016 |
76 | $ 17.64 | $ 1,336 | 0.81 % | 0.00 % | 5.26 % | ||||||||||||||||||
2015 |
72 | $ 16.76 | $ 1,210 | 0.64 % | 0.00 % | (3.14) % | ||||||||||||||||||
2014 |
56 | $ 17.30 | $ 967 | 1.01 % | 0.00 % | (7.88) % | ||||||||||||||||||
BLACKROCK GLOBAL ALLOCATION VI FUND |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
2 | $ 10.91 | $ 21 | 0.99 % | 0.00 % | (7.34) % | ||||||||||||||||||
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
4 | $ 10.96 | $ 48 | 0.65 % | 0.00 % | (12.52) % | ||||||||||||||||||
2017 |
1 | $ 12.54 | $ 14 | 0.43 % | 0.00 % | 12.80 % | ||||||||||||||||||
CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
4 | $ 14.56 | $ 53 | 0.00 % | 0.00 % | 3.44 % | ||||||||||||||||||
2017 |
4 | $ 14.08 | $ 49 | 0.00 % | 0.00 % | 24.27 % | ||||||||||||||||||
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND |
||||||||||||||||||||||||
(Effective date 05/12/2009) |
||||||||||||||||||||||||
2018 |
2 | $ 27.02 | $ 56 | 0.41 % | 0.00 % | (18.01) % | ||||||||||||||||||
2017 |
2 | $ 32.96 | $ 68 | 0.63 % | 0.00 % | 14.31 % | ||||||||||||||||||
2016 |
4 | $ 28.83 | $ 120 | 0.72 % | 0.00 % | 33.05 % | ||||||||||||||||||
2015 |
10 | $ 21.67 | $ 206 | 0.86 % | 0.00 % | (6.12) % | ||||||||||||||||||
2014 |
11 | $ 23.08 | $ 248 | 0.63 % | 0.00 % | 3.27 % |
(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 | Total Return | ||||||||||||||||||
DAVIS FINANCIAL PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/02/2005) |
||||||||||||||||||||||||
2018 |
2 | $ 21.88 | $ 41 | 1.35 % | 0.00 % | (10.67) % | ||||||||||||||||||
2017 |
2 | $ 24.50 | $ 41 | 1.05 % | 0.00 % | 21.42 % | ||||||||||||||||||
2016 |
0 | * | $ 20.18 | $ 6 | 0.85 % | 0.00 % | 14.25 % | |||||||||||||||||
2015 |
0 | * | $ 17.66 | $ 7 | 0.74 % | 0.00 % | 2.00 % | |||||||||||||||||
2014 |
1 | $ 17.30 | $ 11 | 1.08 % | 0.00 % | 12.78 % | ||||||||||||||||||
DAVIS VALUE PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/02/2005) |
||||||||||||||||||||||||
2018 |
5 | $ 21.80 | $ 98 | 0.87 % | 0.00 % | (13.60) % | ||||||||||||||||||
2017 |
5 | $ 25.23 | $ 116 | 0.62 % | 0.00 % | 22.63 % | ||||||||||||||||||
2016 |
16 | $ 20.57 | $ 338 | 1.21 % | 0.00 % | 11.88 % | ||||||||||||||||||
2015 |
19 | $ 18.39 | $ 348 | 0.77 % | 0.00 % | 1.60 % | ||||||||||||||||||
2014 |
20 | $ 18.10 | $ 371 | 0.94 % | 0.00 % | 6.03 % | ||||||||||||||||||
DELAWARE VIP INTERNATIONAL VALUE EQUITY SERIES |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
0 | * | $ 11.14 | $ 0 | * | 0.00 % | 0.00 % | (17.64) % | ||||||||||||||||
DELAWARE VIP SMALL CAP VALUE SERIES |
||||||||||||||||||||||||
(Effective date 05/01/2014) |
||||||||||||||||||||||||
2018 |
3 | $ 11.88 | $ 32 | 0.61 % | 0.00 % | (16.95) % | ||||||||||||||||||
2017 |
4 | $ 14.30 | $ 52 | 0.53 % | 0.00 % | 11.76 % | ||||||||||||||||||
2016 |
1 | $ 12.79 | $ 14 | 0.73 % | 0.00 % | 31.07 % | ||||||||||||||||||
2015 |
0 | * | $ 9.77 | $ 5 | 0.00 % | 0.00 % | (6.46) % | |||||||||||||||||
DREYFUS STOCK INDEX FUND |
||||||||||||||||||||||||
2018 |
1,060 | $ 23.57 | $ 24,987 | 1.67 % | 0.00 % | (4.64) % | ||||||||||||||||||
2017 |
1,048 | $ 24.72 | $ 25,895 | 1.72 % | 0.00 % | 21.54 % | ||||||||||||||||||
2016 |
1,044 | $ 20.34 | $ 21,227 | 2.02 % | 0.00 % | 11.71 % | ||||||||||||||||||
2015 |
1,089 | $ 18.20 | $ 19,827 | 1.84 % | 0.00 % | 1.11 % | ||||||||||||||||||
2014 |
1,089 | $ 18.01 | $ 19,606 | 1.76 % | 0.00 % | 13.48 % | ||||||||||||||||||
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO |
||||||||||||||||||||||||
2018 |
3 | $ 20.12 | $ 52 | 1.05 % | 0.00 % | (15.72) % | ||||||||||||||||||
2017 |
1 | $ 23.89 | $ 13 | 1.67 % | 0.00 % | 27.33 % | ||||||||||||||||||
2016 |
5 | $ 18.75 | $ 85 | 0.94 % | 0.00 % | (5.54) % | ||||||||||||||||||
2015 |
5 | $ 19.85 | $ 102 | 3.27 % | 0.00 % | 1.37 % | ||||||||||||||||||
2014 |
5 | $ 19.58 | $ 97 | 2.37 % | 0.00 % | (2.64) % |
(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 | Total Return | ||||||||||||||||||
DWS CROCI® U.S. VIP |
||||||||||||||||||||||||
(Effective date 05/02/2005) |
||||||||||||||||||||||||
2018 |
19 | $ 14.44 | $ 281 | 2.62 % | 0.00 % | (10.50) % | ||||||||||||||||||
2017 |
19 | $ 16.13 | $ 309 | 1.41 % | 0.00 % | 22.88 % | ||||||||||||||||||
2016 |
24 | $ 13.13 | $ 311 | 1.10 % | 0.00 % | (4.38) % | ||||||||||||||||||
2015 |
15 | $ 13.73 | $ 204 | 1.26 % | 0.00 % | (6.87) % | ||||||||||||||||||
2014 |
6 | $ 14.74 | $ 96 | 0.26 % | 0.00 % | 10.66 % | ||||||||||||||||||
DWS HIGH INCOME VIP |
||||||||||||||||||||||||
(Effective date 04/25/2007) |
||||||||||||||||||||||||
2018 |
4 | $ 17.91 | $ 65 | 8.15 % | 0.00 % | (2.52) % | ||||||||||||||||||
2017 |
3 | $ 18.37 | $ 55 | 6.64 % | 0.00 % | 7.50 % | ||||||||||||||||||
2016 |
3 | $ 17.09 | $ 46 | 5.09 % | 0.00 % | 12.87 % | ||||||||||||||||||
2015 |
1 | $ 15.14 | $ 22 | 4.92 % | 0.00 % | (4.44) % | ||||||||||||||||||
2014 |
6 | $ 15.84 | $ 93 | 6.21 % | 0.00 % | 1.47 % | ||||||||||||||||||
DWS SMALL CAP INDEX VIP |
||||||||||||||||||||||||
(Effective date 04/25/2007) |
||||||||||||||||||||||||
2018 |
272 | $ 21.72 | $ 5,913 | 0.95 % | 0.00 % | (11.23) % | ||||||||||||||||||
2017 |
268 | $ 24.47 | $ 6,559 | 0.72 % | 0.00 % | 14.33 % | ||||||||||||||||||
2016 |
144 | $ 21.40 | $ 3,089 | 1.07 % | 0.00 % | 21.03 % | ||||||||||||||||||
2015 |
151 | $ 17.68 | $ 2,673 | 0.98 % | 0.00 % | (4.60) % | ||||||||||||||||||
2014 |
147 | $ 18.53 | $ 2,730 | 0.89 % | 0.00 % | 4.75 % | ||||||||||||||||||
DWS SMALL MID CAP VALUE VIP |
||||||||||||||||||||||||
(Effective date 05/01/2006) |
||||||||||||||||||||||||
2018 |
70 | $ 22.23 | $ 1,556 | 1.37 % | 0.00 % | (16.01) % | ||||||||||||||||||
2017 |
64 | $ 26.47 | $ 1,695 | 0.73 % | 0.00 % | 10.52 % | ||||||||||||||||||
2016 |
64 | $ 23.95 | $ 1,544 | 0.60 % | 0.00 % | 16.89 % | ||||||||||||||||||
2015 |
81 | $ 20.49 | $ 1,666 | 0.29 % | 0.00 % | (1.91) % | ||||||||||||||||||
2014 |
80 | $ 20.89 | $ 1,678 | 0.78 % | 0.00 % | 5.56 % | ||||||||||||||||||
FEDERATED KAUFMANN FUND II |
||||||||||||||||||||||||
(Effective date 03/08/2010) |
||||||||||||||||||||||||
2018 |
5 | $ 26.65 | $ 144 | 0.00 % | 0.00 % | 3.84 % | ||||||||||||||||||
2017 |
5 | $ 25.66 | $ 136 | 0.00 % | 0.00 % | 28.33 % | ||||||||||||||||||
2016 |
3 | $ 20.00 | $ 65 | 0.00 % | 0.00 % | 3.66 % | ||||||||||||||||||
2015 |
2 | $ 19.29 | $ 38 | 0.00 % | 0.00 % | 6.37 % | ||||||||||||||||||
2014 |
1 | $ 18.14 | $ 22 | 0.00 % | 0.00 % | 9.74 % | ||||||||||||||||||
FIDELITY VIP CONTRAFUND PORTFOLIO |
||||||||||||||||||||||||
2018 |
81 | $ 32.78 | $ 2,660 | 0.44 % | 0.00 % | (6.64) % | ||||||||||||||||||
2017 |
82 | $ 35.11 | $ 2,872 | 0.81 % | 0.00 % | 21.59 % | ||||||||||||||||||
2016 |
81 | $ 28.87 | $ 2,336 | 0.62 % | 0.00 % | 7.73 % | ||||||||||||||||||
2015 |
85 | $ 26.80 | $ 2,268 | 0.73 % | 0.00 % | 0.42 % | ||||||||||||||||||
2014 |
113 | $ 26.69 | $ 3,018 | 0.75 % | 0.00 % | 11.67 % |
(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 | Total Return | ||||||||||||||||||
FIDELITY VIP GROWTH PORTFOLIO |
||||||||||||||||||||||||
2018 |
32 | $ 23.19 | $ 739 | 0.03 % | 0.00 % | (0.43) % | ||||||||||||||||||
2017 |
34 | $ 23.29 | $ 791 | 0.10 % | 0.00 % | 34.82 % | ||||||||||||||||||
2016 |
55 | $ 17.27 | $ 952 | 0.00 % | 0.00 % | 0.55 % | ||||||||||||||||||
2015 |
51 | $ 17.18 | $ 883 | 0.03 % | 0.00 % | 6.90 % | ||||||||||||||||||
2014 |
81 | $ 16.07 | $ 1,306 | 0.00 % | 0.00 % | 10.98 % | ||||||||||||||||||
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO |
||||||||||||||||||||||||
2018 |
13 | $ 21.54 | $ 280 | 2.33 % | 0.00 % | (0.79) % | ||||||||||||||||||
2017 |
23 | $ 21.71 | $ 496 | 1.93 % | 0.00 % | 3.99 % | ||||||||||||||||||
2016 |
38 | $ 20.88 | $ 793 | 2.27 % | 0.00 % | 4.48 % | ||||||||||||||||||
2015 |
32 | $ 19.99 | $ 644 | 2.05 % | 0.00 % | (0.85) % | ||||||||||||||||||
2014 |
40 | $ 20.16 | $ 810 | 2.04 % | 0.00 % | 5.66 % | ||||||||||||||||||
FIDELITY VIP MID CAP PORTFOLIO |
||||||||||||||||||||||||
2018 |
19 | $ 46.96 | $ 885 | 0.42 % | 0.00 % | (14.77) % | ||||||||||||||||||
2017 |
17 | $ 55.10 | $ 952 | 0.50 % | 0.00 % | 20.54 % | ||||||||||||||||||
2016 |
21 | $ 45.71 | $ 965 | 0.33 % | 0.00 % | 11.92 % | ||||||||||||||||||
2015 |
22 | $ 40.85 | $ 903 | 0.25 % | 0.00 % | (1.63) % | ||||||||||||||||||
2014 |
20 | $ 41.52 | $ 851 | 0.02 % | 0.00 % | 6.03 % | ||||||||||||||||||
GOLDMAN SACHS VIT MID CAP VALUE FUND |
||||||||||||||||||||||||
(Effective date 05/01/2013) |
||||||||||||||||||||||||
2018 |
3 | $ 13.71 | $ 45 | 1.57 % | 0.00 % | (10.46) % | ||||||||||||||||||
2017 |
1 | $ 15.32 | $ 21 | 0.97 % | 0.00 % | 11.07 % | ||||||||||||||||||
2016 |
1 | $ 13.79 | $ 10 | 1.28 % | 0.00 % | 13.53 % | ||||||||||||||||||
GREAT-WEST AGGRESSIVE PROFILE FUND |
||||||||||||||||||||||||
(Effective date 04/28/2017) |
||||||||||||||||||||||||
2018 |
107 | $ 10.11 | $ 1,084 | 2.98 % | 0.00 % | (10.41) % | ||||||||||||||||||
2017 |
59 | $ 11.28 | $ 666 | 2.00 % | 0.00 % | 12.80 % | ||||||||||||||||||
GREAT-WEST ARIEL MID CAP VALUE FUND |
||||||||||||||||||||||||
2018 |
4 | $ 44.76 | $ 197 | 0.69 % | 0.00 % | (14.40) % | ||||||||||||||||||
2017 |
8 | $ 52.29 | $ 398 | 2.07 % | 0.00 % | 15.01 % | ||||||||||||||||||
2016 |
13 | $ 45.47 | $ 596 | 1.42 % | 0.00 % | 13.05 % | ||||||||||||||||||
2015 |
16 | $ 40.22 | $ 643 | 1.06 % | 0.00 % | (6.10) % | ||||||||||||||||||
2014 |
25 | $ 42.83 | $ 1,067 | 1.67 % | 0.00 % | 7.80 % | ||||||||||||||||||
GREAT-WEST BOND INDEX FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
139 | $ 14.22 | $ 1,976 | 1.33 % | 0.00 % | (0.41) % | ||||||||||||||||||
2017 |
145 | $ 14.28 | $ 2,070 | 1.04 % | 0.00 % | 3.05 % | ||||||||||||||||||
2016 |
142 | $ 13.86 | $ 1,963 | 0.96 % | 0.00 % | 1.94 % | ||||||||||||||||||
2015 |
133 | $ 13.59 | $ 1,814 | 1.61 % | 0.00 % | 0.24 % | ||||||||||||||||||
2014 |
140 | $ 13.56 | $ 1,892 | 2.13 % | 0.00 % | 5.77 % |
(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 | Total Return | ||||||||||||||||||
GREAT-WEST CONSERVATIVE PROFILE FUND |
||||||||||||||||||||||||
(Effective date 04/28/2017) |
||||||||||||||||||||||||
2018 |
78 | $ 10.10 | $ 792 | 8.65 % | 0.00 % | (3.15) % | ||||||||||||||||||
2017 |
9 | $ 10.42 | $ 96 | 1.81 % | 0.00 % | 4.24 % | ||||||||||||||||||
GREAT-WEST CORE BOND FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
166 | $ 14.39 | $ 2,394 | 2.39 % | 0.00 % | (1.21) % | ||||||||||||||||||
2017 |
163 | $ 14.57 | $ 2,376 | 1.95 % | 0.00 % | 3.89 % | ||||||||||||||||||
2016 |
168 | $ 14.02 | $ 2,349 | 3.06 % | 0.00 % | 4.70 % | ||||||||||||||||||
2015 |
0 | * | $ 13.40 | $ 6 | 3.65 % | 0.00 % | (1.17) % | |||||||||||||||||
GREAT-WEST EMERGING MARKETS EQUITY FUND |
||||||||||||||||||||||||
(Effective date 04/30/2018) |
||||||||||||||||||||||||
2018 |
0 | * | $ 8.24 | $ 2 | 0.82 % | 0.00 % | (17.55) % | |||||||||||||||||
GREAT-WEST GLOBAL BOND FUND |
||||||||||||||||||||||||
(Effective date 05/05/2008) |
||||||||||||||||||||||||
2018 |
336 | $ 14.20 | $ 4,773 | 2.55 % | 0.00 % | (0.27) % | ||||||||||||||||||
2017 |
352 | $ 14.24 | $ 5,014 | 1.77 % | 0.00 % | 1.95 % | ||||||||||||||||||
2016 |
304 | $ 13.97 | $ 4,248 | 1.33 % | 0.00 % | 2.98 % | ||||||||||||||||||
2015 |
307 | $ 13.57 | $ 4,170 | 4.13 % | 0.00 % | (4.19) % | ||||||||||||||||||
2014 |
256 | $ 14.16 | $ 3,628 | 4.86 % | 0.00 % | 0.14 % | ||||||||||||||||||
GREAT-WEST GOVERNMENT MONEY MARKET FUND |
||||||||||||||||||||||||
2018 |
656 | $ 13.25 | $ 8,692 | 1.37 % | 0.00 % | 1.39 % | ||||||||||||||||||
2017 |
829 | $ 13.07 | $ 10,837 | 0.38 % | 0.00 % | 0.41 % | ||||||||||||||||||
2016 |
1,015 | $ 13.01 | $ 13,203 | 0.00 % | 0.00 % | 0.00 % | ||||||||||||||||||
2015 |
830 | $ 13.01 | $ 10,807 | 0.00 % | 0.00 % | 0.00 % | ||||||||||||||||||
2014 |
749 | $ 13.01 | $ 9,740 | 0.00 % | 0.00 % | 0.00 % | ||||||||||||||||||
GREAT-WEST INTERNATIONAL INDEX FUND |
||||||||||||||||||||||||
(Effective date 05/01/2013) |
||||||||||||||||||||||||
2018 |
5 | $ 11.15 | $ 54 | 2.16 % | 0.00 % | (13.84) % | ||||||||||||||||||
2017 |
4 | $ 12.94 | $ 49 | 2.03 % | 0.00 % | 24.62 % | ||||||||||||||||||
2016 |
0 | * | $ 10.39 | $ 4 | 0.34 % | 0.00 % | 0.66 % | |||||||||||||||||
2015 |
1 | $ 10.32 | $ 15 | 1.22 % | 0.00 % | (1.08) % | ||||||||||||||||||
2014 |
1 | $ 10.43 | $ 8 | 1.59 % | 0.00 % | (6.21) % | ||||||||||||||||||
GREAT-WEST INTERNATIONAL VALUE FUND |
||||||||||||||||||||||||
(Effective date 04/25/2007) 2018 |
436 | $ 11.62 | $ 5,064 | 1.55 % | 0.00 % | (15.58) % | ||||||||||||||||||
2017 |
308 | $ 13.76 | $ 4,235 | 1.03 % | 0.00 % | 26.46 % | ||||||||||||||||||
2016 |
328 | $ 10.88 | $ 3,567 | 0.57 % | 0.00 % | 3.88 % | ||||||||||||||||||
2015 |
480 | $ 10.48 | $ 5,028 | 0.87 % | 0.00 % | 6.45 % | ||||||||||||||||||
2014 |
379 | $ 9.84 | $ 3,727 | 0.93 % | 0.00 % | 0.92 % |
(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 | Total Return | ||||||||||||||||||
GREAT-WEST LARGE CAP GROWTH FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
7 | $ 31.53 | $ 207 | 0.25 % | 0.00 % | 0.05 % | ||||||||||||||||||
2017 |
7 | $ 31.51 | $ 224 | 0.78 % | 0.00 % | 30.05 % | ||||||||||||||||||
2016 |
7 | $ 24.23 | $ 158 | 0.17 % | 0.00 % | 1.01 % | ||||||||||||||||||
2015 |
6 | $ 23.99 | $ 136 | 0.21 % | 0.00 % | 6.41 % | ||||||||||||||||||
2014 |
4 | $ 22.55 | $ 90 | 0.66 % | 0.00 % | 12.30 % | ||||||||||||||||||
GREAT-WEST LIFETIME 2015 FUND |
||||||||||||||||||||||||
(Effective date 04/21/2016) |
||||||||||||||||||||||||
2018 |
149 | $ 11.08 | $ 1,647 | 2.48 % | 0.00 % | (4.41) % | ||||||||||||||||||
2017 |
62 | $ 11.59 | $ 724 | 1.90 % | 0.00 % | 11.12 % | ||||||||||||||||||
2016 |
22 | $ 10.43 | $ 227 | 2.01 % | 0.00 % | 4.29 % | ||||||||||||||||||
GREAT-WEST LIFETIME 2020 FUND |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
40 | $ 11.20 | $ 444 | 2.91 % | 0.00 % | (4.95) % | ||||||||||||||||||
2017 |
6 | $ 11.79 | $ 69 | 4.04 % | 0.00 % | 12.44 % | ||||||||||||||||||
GREAT-WEST LIFETIME 2025 FUND |
||||||||||||||||||||||||
(Effective date 04/21/2016) |
||||||||||||||||||||||||
2018 |
191 | $ 11.30 | $ 2,159 | 2.12 % | 0.00 % | (5.74) % | ||||||||||||||||||
2017 |
151 | $ 11.99 | $ 1,806 | 2.00 % | 0.00 % | 14.14 % | ||||||||||||||||||
2016 |
86 | $ 10.51 | $ 901 | 2.20 % | 0.00 % | 5.06 % | ||||||||||||||||||
GREAT-WEST LIFETIME 2030 FUND |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
105 | $ 11.50 | $ 1,211 | 2.91 % | 0.00 % | (6.73) % | ||||||||||||||||||
2017 |
66 | $ 12.33 | $ 820 | 4.73 % | 0.00 % | 16.17 % | ||||||||||||||||||
2016 |
9 | $ 10.61 | $ 93 | 1.18 % | 0.00 % | 6.11 % | ||||||||||||||||||
GREAT-WEST LIFETIME 2035 FUND |
||||||||||||||||||||||||
(Effective date 04/21/2016) |
||||||||||||||||||||||||
2018 |
134 | $ 11.55 | $ 1,549 | 2.30 % | 0.00 % | (7.86) % | ||||||||||||||||||
2017 |
44 | $ 12.54 | $ 552 | 2.16 % | 0.00 % | 18.36 % | ||||||||||||||||||
2016 |
23 | $ 10.60 | $ 249 | 2.11 % | 0.00 % | 5.96 % | ||||||||||||||||||
GREAT-WEST LIFETIME 2040 FUND |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
50 | $ 11.68 | $ 580 | 2.75 % | 0.00 % | (8.75) % | ||||||||||||||||||
2017 |
37 | $ 12.80 | $ 477 | 5.96 % | 0.00 % | 19.53 % | ||||||||||||||||||
2016 |
8 | $ 10.71 | $ 88 | 2.39 % | 0.00 % | 7.09 % | ||||||||||||||||||
GREAT-WEST LIFETIME 2045 FUND |
||||||||||||||||||||||||
(Effective date 04/21/2016) |
||||||||||||||||||||||||
2018 |
42 | $ 11.60 | $ 486 | 1.88 % | 0.00 % | (9.36) % | ||||||||||||||||||
2017 |
26 | $ 12.80 | $ 337 | 2.03 % | 0.00 % | 20.43 % | ||||||||||||||||||
2016 |
13 | $ 10.63 | $ 138 | 1.82 % | 0.00 % | 6.29 % |
(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 | Total Return | ||||||||||||||||||
GREAT-WEST LIFETIME 2050 FUND |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
20 | $ 11.69 | $ 228 | 2.77 % | 0.00 % | (9.53) % | ||||||||||||||||||
2017 |
15 | $ 12.92 | $ 196 | 3.54 % | 0.00 % | 20.59 % | ||||||||||||||||||
GREAT-WEST LIFETIME 2055 FUND |
||||||||||||||||||||||||
(Effective date 04/21/2016) |
||||||||||||||||||||||||
2018 |
15 | $ 11.58 | $ 173 | 1.61 % | 0.00 % | (9.74) % | ||||||||||||||||||
2017 |
11 | $ 12.83 | $ 143 | 1.82 % | 0.00 % | 20.80 % | ||||||||||||||||||
2016 |
5 | $ 10.62 | $ 56 | 1.71 % | 0.00 % | 6.21 % | ||||||||||||||||||
GREAT-WEST LOOMIS SAYLES SMALL CAP VALUE FUND |
||||||||||||||||||||||||
2018 |
22 | $ 35.10 | $ 756 | 0.00 % | 0.00 % | (16.20) % | ||||||||||||||||||
2017 |
20 | $ 41.89 | $ 831 | 0.08 % | 0.00 % | 9.74 % | ||||||||||||||||||
2016 |
19 | $ 38.17 | $ 735 | 0.08 % | 0.00 % | 25.83 % | ||||||||||||||||||
2015 |
17 | $ 30.34 | $ 525 | 0.23 % | 0.00 % | (3.47) % | ||||||||||||||||||
2014 |
20 | $ 31.42 | $ 629 | 0.94 % | 0.00 % | 4.84 % | ||||||||||||||||||
GREAT-WEST MID CAP VALUE FUND |
||||||||||||||||||||||||
(Effective date 05/01/2015) |
||||||||||||||||||||||||
2018 |
7 | $ 11.58 | $ 81 | 4.81 % | 0.00 % | (12.31) % | ||||||||||||||||||
2017 |
4 | $ 13.21 | $ 50 | 13.64 % | 0.00 % | 16.99 % | ||||||||||||||||||
2016 |
0 | * | $ 11.24 | $ 1 | 1.56 % | 0.00 % | 20.29 % | |||||||||||||||||
GREAT-WEST MODERATE PROFILE FUND |
||||||||||||||||||||||||
(Effective date 04/28/2017) |
||||||||||||||||||||||||
2018 |
28 | $ 10.12 | $ 283 | 3.33 % | 0.00 % | (6.29) % | ||||||||||||||||||
2017 |
6 | $ 10.80 | $ 67 | 1.51 % | 0.00 % | 7.96 % | ||||||||||||||||||
GREAT-WEST MODERATELY AGGRESSIVE PROFILE FUND |
||||||||||||||||||||||||
(Effective date 04/28/2017) |
||||||||||||||||||||||||
2018 |
8 | $ 10.11 | $ 77 | 3.06 % | 0.00 % | (7.63) % | ||||||||||||||||||
2017 |
2 | $ 10.95 | $ 20 | 1.15 % | 0.00 % | 9.49 % | ||||||||||||||||||
GREAT-WEST MODERATELY CONSERVATIVE PROFILE FUND |
||||||||||||||||||||||||
(Effective date 04/28/2017) |
||||||||||||||||||||||||
2018 |
9 | $ 10.10 | $ 87 | 2.97 % | 0.00 % | (4.72) % | ||||||||||||||||||
2017 |
5 | $ 10.61 | $ 54 | 1.43 % | 0.00 % | 6.06 % | ||||||||||||||||||
GREAT-WEST MULTI-SECTOR BOND FUND |
||||||||||||||||||||||||
2018 |
13 | $ 38.01 | $ 507 | 2.44 % | 0.00 % | (3.11) % | ||||||||||||||||||
2017 |
15 | $ 39.23 | $ 573 | 1.66 % | 0.00 % | 6.27 % | ||||||||||||||||||
2016 |
21 | $ 36.91 | $ 790 | 2.33 % | 0.00 % | 11.38 % | ||||||||||||||||||
2015 |
19 | $ 33.14 | $ 639 | 1.34 % | 0.00 % | (6.55) % | ||||||||||||||||||
2014 |
69 | $ 35.46 | $ 2,444 | 3.89 % | 0.00 % | 3.44 % |
(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 | Total Return | ||||||||||||||||||
GREAT-WEST REAL ESTATE INDEX FUND |
||||||||||||||||||||||||
(Effective date 05/01/2013) |
||||||||||||||||||||||||
2018 |
16 | $ | 12.50 | $ | 195 | 2.17 % | 0.00 % | (4.85) | % | |||||||||||||||
2017 |
5 | $ | 13.14 | $ | 63 | 0.84 % | 0.00 % | 3.10 | % | |||||||||||||||
GREAT-WEST S&P MID CAP 400® INDEX FUND |
||||||||||||||||||||||||
(Effective date 05/01/2013) |
||||||||||||||||||||||||
2018 |
90 | $ | 15.44 | $ | 1,388 | 0.69 % | 0.00 % | (11.57) | % | |||||||||||||||
2017 |
65 | $ | 17.46 | $ | 1,141 | 0.66 % | 0.00 % | 15.65 | % | |||||||||||||||
2016 |
28 | $ | 15.10 | $ | 420 | 0.61 % | 0.00 % | 19.96 | % | |||||||||||||||
2015 |
24 | $ | 12.59 | $ | 300 | 1.65 % | 0.00 % | (2.77) | % | |||||||||||||||
2014 |
0 | * | $ | 12.92 | $ | 2 | 1.39 % | 0.00 % | 9.19 | % | ||||||||||||||
GREAT-WEST S&P SMALL CAP 600® INDEX FUND |
||||||||||||||||||||||||
(Effective date 02/29/2016) |
||||||||||||||||||||||||
2018 |
1 | $ | 12.92 | $ | 14 | 1.20 % | 0.00 % | (8.99) | % | |||||||||||||||
2017 |
9 | $ | 14.97 | $ | 142 | 1.51 % | 0.00 % | 12.75 | % | |||||||||||||||
2016 |
10 | $ | 13.28 | $ | 129 | 1.00 % | 0.00 % | 32.77 | % | |||||||||||||||
GREAT-WEST SHORT DURATION BOND FUND |
||||||||||||||||||||||||
(Effective date 04/25/2007) |
||||||||||||||||||||||||
2018 |
542 | $ | 14.10 | $ | 7,645 | 1.83 % | 0.00 % | 0.63 | % | |||||||||||||||
2017 |
684 | $ | 14.01 | $ | 9,588 | 1.15 % | 0.00 % | 1.96 | % | |||||||||||||||
2016 |
527 | $ | 13.74 | $ | 7,238 | 1.52 % | 0.00 % | 1.70 | % | |||||||||||||||
2015 |
452 | $ | 13.51 | $ | 6,105 | 1.19 % | 0.00 % | 0.54 | % | |||||||||||||||
2014 |
428 | $ | 13.44 | $ | 5,752 | 1.52 % | 0.00 % | 0.98 | % | |||||||||||||||
GREAT-WEST T. ROWE PRICE EQUITY INCOME FUND |
||||||||||||||||||||||||
2018 |
61 | $ | 26.74 | $ | 1,625 | 0.29 % | 0.00 % | (9.52) | % | |||||||||||||||
2017 |
59 | $ | 29.56 | $ | 1,755 | 0.88 % | 0.00 % | 16.22 | % | |||||||||||||||
2016 |
60 | $ | 25.43 | $ | 1,533 | 0.66 % | 0.00 % | 18.75 | % | |||||||||||||||
2015 |
90 | $ | 21.42 | $ | 1,931 | 1.21 % | 0.00 % | (6.89) | % | |||||||||||||||
2014 |
106 | $ | 23.00 | $ | 2,448 | 1.91 % | 0.00 % | 7.38 | % | |||||||||||||||
GREAT-WEST T. ROWE PRICE MID CAP GROWTH FUND |
||||||||||||||||||||||||
2018 |
89 | $ | 42.43 | $ | 3,763 | 0.09 % | 0.00 % | (2.33) | % | |||||||||||||||
2017 |
72 | $ | 43.44 | $ | 3,121 | 0.34 % | 0.00 % | 24.43 | % | |||||||||||||||
2016 |
86 | $ | 34.91 | $ | 3,009 | 0.06 % | 0.00 % | 6.18 | % | |||||||||||||||
2015 |
81 | $ | 32.88 | $ | 2,670 | 0.02 % | 0.00 % | 6.52 | % | |||||||||||||||
2014 |
94 | $ | 30.87 | $ | 2,906 | 0.73 % | 0.00 % | 12.79 | % | |||||||||||||||
GREAT-WEST U.S. GOVERNMENT SECURITIES FUND |
||||||||||||||||||||||||
2018 |
134 | $ | 22.14 | $ | 2,964 | 1.90 % | 0.00 % | 0.46 | % | |||||||||||||||
2017 |
162 | $ | 22.04 | $ | 3,567 | 1.35 % | 0.00 % | 2.22 | % | |||||||||||||||
2016 |
178 | $ | 21.56 | $ | 3,841 | 1.71 % | 0.00 % | 1.22 | % | |||||||||||||||
2015 |
190 | $ | 21.30 | $ | 4,057 | 2.04 % | 0.00 % | 0.79 | % | |||||||||||||||
2014 |
192 | $ | 21.13 | $ | 4,062 | 2.47 % | 0.00 % | 5.44 | % |
(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 | Total Return | ||||||||||||||||||
INVESCO V.I. CORE EQUITY FUND |
||||||||||||||||||||||||
2018 |
1 | $ | 21.35 | $ | 19 | 0.91 % | 0.00 % | (9.40) | % | |||||||||||||||
2017 |
7 | $ | 23.57 | $ | 160 | 0.95 % | 0.00 % | 13.17 | % | |||||||||||||||
2016 |
7 | $ | 20.82 | $ | 147 | 0.76 % | 0.00 % | 10.26 | % | |||||||||||||||
2015 |
7 | $ | 18.88 | $ | 128 | 0.33 % | 0.00 % | (5.77) | % | |||||||||||||||
2014 |
44 | $ | 20.04 | $ | 883 | 0.85 % | 0.00 % | 8.15 | % | |||||||||||||||
INVESCO V.I. GLOBAL REAL ESTATE FUND |
||||||||||||||||||||||||
(Effective date 04/25/2007) |
||||||||||||||||||||||||
2018 |
40 | $ | 36.93 | $ | 1,471 | 3.70 % | 0.00 % | (6.15) | % | |||||||||||||||
2017 |
44 | $ | 39.36 | $ | 1,713 | 3.23 % | 0.00 % | 13.05 | % | |||||||||||||||
2016 |
43 | $ | 34.81 | $ | 1,494 | 1.60 % | 0.00 % | 2.04 | % | |||||||||||||||
2015 |
41 | $ | 34.12 | $ | 1,402 | 3.73 % | 0.00 % | (1.48) | % | |||||||||||||||
2014 |
36 | $ | 34.63 | $ | 1,242 | 1.61 % | 0.00 % | 14.63 | % | |||||||||||||||
INVESCO V.I. HEALTH CARE FUND |
||||||||||||||||||||||||
2018 |
3 | $ | 30.73 | $ | 81 | 0.00 % | 0.00 % | 0.91 | % | |||||||||||||||
2017 |
3 | $ | 30.46 | $ | 88 | 0.37 % | 0.00 % | 15.83 | % | |||||||||||||||
2016 |
4 | $ | 26.30 | $ | 112 | 0.00 % | 0.00 % | (11.46) | % | |||||||||||||||
2015 |
4 | $ | 29.70 | $ | 115 | 0.00 % | 0.00 % | 3.16 | % | |||||||||||||||
2014 |
13 | $ | 28.79 | $ | 361 | 0.00 % | 0.00 % | 19.66 | % | |||||||||||||||
INVESCO V.I. INTERNATIONAL GROWTH FUND |
||||||||||||||||||||||||
(Effective date 05/01/2006) |
||||||||||||||||||||||||
2018 |
203 | $ | 15.24 | $ | 3,100 | 2.18 % | 0.00 % | (14.97) | % | |||||||||||||||
2017 |
191 | $ | 17.93 | $ | 3,432 | 1.46 % | 0.00 % | 23.00 | % | |||||||||||||||
2016 |
191 | $ | 14.57 | $ | 2,779 | 1.43 % | 0.00 % | (0.45) | % | |||||||||||||||
2015 |
196 | $ | 14.64 | $ | 2,873 | 1.61 % | 0.00 % | (2.34) | % | |||||||||||||||
2014 |
164 | $ | 14.99 | $ | 2,456 | 1.50 % | 0.00 % | 0.33 | % | |||||||||||||||
INVESCO V.I. MID CAP CORE EQUITY FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
9 | $ | 22.53 | $ | 196 | 0.57 % | 0.00 % | (11.35) | % | |||||||||||||||
2017 |
7 | $ | 25.41 | $ | 180 | 0.36 % | 0.00 % | 14.92 | % | |||||||||||||||
2016 |
19 | $ | 22.12 | $ | 412 | 0.07 % | 0.00 % | 13.43 | % | |||||||||||||||
2015 |
17 | $ | 19.50 | $ | 323 | 0.36 % | 0.00 % | (4.03) | % | |||||||||||||||
2014 |
17 | $ | 20.32 | $ | 346 | 0.04 % | 0.00 % | 4.47 | % | |||||||||||||||
INVESCO V.I. TECHNOLOGY FUND |
||||||||||||||||||||||||
2018 |
5 | $ | 24.62 | $ | 129 | 0.00 % | 0.00 % | (0.45) | % | |||||||||||||||
2017 |
7 | $ | 24.73 | $ | 169 | 0.00 % | 0.00 % | 35.13 | % | |||||||||||||||
2016 |
9 | $ | 18.30 | $ | 171 | 0.00 % | 0.00 % | (0.75) | % | |||||||||||||||
2015 |
9 | $ | 18.44 | $ | 171 | 0.00 % | 0.00 % | 6.81 | % | |||||||||||||||
2014 |
28 | $ | 17.26 | $ | 485 | 0.00 % | 0.00 % | 11.07 | % |
(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 | Total Return | ||||||||||||||||||
JANUS HENDERSON VIT BALANCED PORTFOLIO |
||||||||||||||||||||||||
2018 |
71 | $ | 30.93 | $ | 2,200 | 2.09 % | 0.00 % | 0.68 | % | |||||||||||||||
2017 |
75 | $ | 30.72 | $ | 2,294 | 1.69 % | 0.00 % | 18.43 | % | |||||||||||||||
2016 |
46 | $ | 25.94 | $ | 1,183 | 2.26 % | 0.00 % | 4.61 | % | |||||||||||||||
2015 |
37 | $ | 24.80 | $ | 910 | 1.67 % | 0.00 % | 0.62 | % | |||||||||||||||
2014 |
48 | $ | 24.64 | $ | 1,177 | 1.69 % | 0.00 % | 8.50 | % | |||||||||||||||
JANUS HENDERSON VIT FLEXIBLE BOND PORTFOLIO |
||||||||||||||||||||||||
2018 |
69 | $ | 26.34 | $ | 1,805 | 3.63 % | 0.00 % | (1.00) | % | |||||||||||||||
2017 |
60 | $ | 26.60 | $ | 1,597 | 3.13 % | 0.00 % | 3.62 | % | |||||||||||||||
2016 |
77 | $ | 25.68 | $ | 1,989 | 2.55 % | 0.00 % | 2.47 | % | |||||||||||||||
2015 |
189 | $ | 25.06 | $ | 4,725 | 2.16 % | 0.00 % | 0.22 | % | |||||||||||||||
2014 |
233 | $ | 25.00 | $ | 5,830 | 3.61 % | 0.00 % | 4.91 | % | |||||||||||||||
JANUS HENDERSON VIT FORTY PORTFOLIO |
||||||||||||||||||||||||
2018 |
50 | $ | 45.53 | $ | 2,257 | 1.39 % | 0.00 % | 1.98 | % | |||||||||||||||
2017 |
39 | $ | 44.64 | $ | 1,732 | 0.00 % | 0.00 % | 30.31 | % | |||||||||||||||
2016 |
94 | $ | 34.26 | $ | 3,231 | 0.00 % | 0.00 % | 2.20 | % | |||||||||||||||
2015 |
55 | $ | 33.52 | $ | 1,855 | 0.68 % | 0.00 % | 12.22 | % | |||||||||||||||
2014 |
27 | $ | 29.87 | $ | 801 | 0.17 % | 0.00 % | 8.74 | % | |||||||||||||||
JANUS HENDERSON VIT GLOBAL RESEARCH PORTFOLIO |
||||||||||||||||||||||||
2018 |
59 | $ | 12.93 | $ | 757 | 1.15 % | 0.00 % | (6.87) | % | |||||||||||||||
2017 |
58 | $ | 13.88 | $ | 800 | 0.85 % | 0.00 % | 27.03 | % | |||||||||||||||
2016 |
56 | $ | 10.93 | $ | 615 | 1.10 % | 0.00 % | 2.06 | % | |||||||||||||||
2015 |
51 | $ | 10.71 | $ | 550 | 0.50 % | 0.00 % | (2.29) | % | |||||||||||||||
2014 |
75 | $ | 10.96 | $ | 826 | 1.21 % | 0.00 % | 7.45 | % | |||||||||||||||
JANUS HENDERSON VIT GLOBAL TECHNOLOGY PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/05/2008) |
||||||||||||||||||||||||
2018 |
22 | $ | 42.08 | $ | 922 | 1.00 % | 0.00 % | 1.19 | % | |||||||||||||||
2017 |
8 | $ | 41.59 | $ | 334 | 0.47 % | 0.00 % | 45.09 | % | |||||||||||||||
2016 |
4 | $ | 28.67 | $ | 114 | 0.19 % | 0.00 % | 14.21 | % | |||||||||||||||
2015 |
3 | $ | 25.10 | $ | 73 | 0.80 % | 0.00 % | 4.85 | % | |||||||||||||||
2014 |
3 | $ | 23.93 | $ | 71 | 0.00 % | 0.00 % | 9.57 | % | |||||||||||||||
JANUS HENDERSON VIT OVERSEAS PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/01/2006) |
||||||||||||||||||||||||
2018 |
2 | $ | 24.73 | $ | 49 | 1.76 % | 0.00 % | (14.94) | % | |||||||||||||||
2017 |
2 | $ | 29.07 | $ | 59 | 1.64 % | 0.00 % | 31.12 | % | |||||||||||||||
2016 |
3 | $ | 22.17 | $ | 56 | 4.48 % | 0.00 % | (6.45) | % | |||||||||||||||
2015 |
3 | $ | 23.70 | $ | 76 | 0.42 % | 0.00 % | (8.59) | % | |||||||||||||||
2014 |
7 | $ | 25.93 | $ | 188 | 5.82 % | 0.00 % | (11.86) | % |
(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 | Total Return | ||||||||||||||||||
LORD ABBETT SERIES DEVELOPING GROWTH PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/01/2015) |
||||||||||||||||||||||||
2018 |
7 | $ | 11.64 | $ | 81 | 0.00 % | 0.00 % | 4.88 | % | |||||||||||||||
2017 |
2 | $ | 11.10 | $ | 27 | 0.00 % | 0.00 % | 29.92 | % | |||||||||||||||
2016 |
2 | $ | 8.54 | $ | 21 | 0.00 % | 0.00 % | (2.61) | % | |||||||||||||||
MFS VIT III MID CAP VALUE PORTFOLIO |
||||||||||||||||||||||||
(Effective date 04/28/2017) |
||||||||||||||||||||||||
2018 |
0 | * | $ | 9.71 | $ | 2 | 0.00 % | 0.00 % | (11.45) | % | ||||||||||||||
MFS VIT MID CAP GROWTH SERIES |
||||||||||||||||||||||||
(Effective date 04/28/2017) |
||||||||||||||||||||||||
2018 |
0 | * | $ | 11.66 | $ | 2 | 0.00 % | 0.00 % | 1.23 | % | ||||||||||||||
MFS VIT TOTAL RETURN BOND SERIES |
||||||||||||||||||||||||
(Effective date 04/28/2017) |
||||||||||||||||||||||||
2018 |
90 | $ | 10.13 | $ | 908 | 3.33 % | 0.00 % | (1.08) | % | |||||||||||||||
2017 |
85 | $ | 10.24 | $ | 866 | 3.32 % | 0.00 % | 2.42 | % | |||||||||||||||
MFS VIT VALUE SERIES |
||||||||||||||||||||||||
(Effective date 05/01/2015) |
||||||||||||||||||||||||
2018 |
30 | $ | 11.75 | $ | 356 | 1.61 % | 0.00 % | (10.09) | % | |||||||||||||||
2017 |
26 | $ | 13.07 | $ | 337 | 2.02 % | 0.00 % | 17.66 | % | |||||||||||||||
2016 |
15 | $ | 11.11 | $ | 170 | 3.25 % | 0.00 % | 14.08 | % | |||||||||||||||
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO |
||||||||||||||||||||||||
2018 |
1 | $ | 28.36 | $ | 19 | 0.49 % | 0.00 % | (7.61) | % | |||||||||||||||
2017 |
5 | $ | 30.68 | $ | 138 | 0.31 % | 0.00 % | 25.41 | % | |||||||||||||||
2016 |
6 | $ | 24.47 | $ | 149 | 0.55 % | 0.00 % | 8.73 | % | |||||||||||||||
2015 |
7 | $ | 22.50 | $ | 153 | 0.73 % | 0.00 % | (4.97) | % | |||||||||||||||
2014 |
5 | $ | 23.68 | $ | 128 | 0.46 % | 0.00 % | 9.02 | % | |||||||||||||||
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO |
||||||||||||||||||||||||
2018 |
0 | * | $ | 27.82 | $ | 8 | 1.08 % | 0.00 % | (1.04) | % | ||||||||||||||
2017 |
0 | * | $ | 28.19 | $ | 12 | 0.56 % | 0.00 % | 13.36 | % | ||||||||||||||
2016 |
1 | $ | 24.86 | $ | 14 | 0.70 % | 0.00 % | 27.37 | % | |||||||||||||||
2015 |
1 | $ | 19.51 | $ | 17 | 0.70 % | 0.00 % | (11.80) | % | |||||||||||||||
2014 |
1 | $ | 22.11 | $ | 26 | 0.71 % | 0.00 % | 9.89 | % | |||||||||||||||
NEUBERGER BERMAN AMT MID CAP GROWTH PORTFOLIO |
||||||||||||||||||||||||
2018 |
1 | $ | 22.55 | $ | 13 | 0.00 % | 0.00 % | (6.41) | % | |||||||||||||||
2017 |
6 | $ | 24.09 | $ | 139 | 0.00 % | 0.00 % | 25.29 | % | |||||||||||||||
2016 |
12 | $ | 19.23 | $ | 237 | 0.00 % | 0.00 % | 4.39 | % | |||||||||||||||
2015 |
13 | $ | 18.42 | $ | 244 | 0.00 % | 0.00 % | 1.28 | % | |||||||||||||||
2014 |
12 | $ | 18.18 | $ | 210 | 0.00 % | 0.00 % | 7.57 | % |
(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 | Total Return | ||||||||||||||||||
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/01/2006) |
||||||||||||||||||||||||
2018 |
32 | $ | 22.11 | $ | 714 | 0.63 % | 0.00 % | (15.28) | % | |||||||||||||||
2017 |
56 | $ | 26.10 | $ | 1,462 | 1.18 % | 0.00 % | 16.74 | % | |||||||||||||||
2016 |
32 | $ | 22.36 | $ | 712 | 0.67 % | 0.00 % | 16.17 | % | |||||||||||||||
2015 |
36 | $ | 19.24 | $ | 688 | 0.75 % | 0.00 % | (8.34) | % | |||||||||||||||
2014 |
40 | $ | 21.00 | $ | 837 | 1.12 % | 0.00 % | 13.88 | % | |||||||||||||||
NEUBERGER BERMAN AMT SUSTAINABLE EQUITY PORTFOLIO |
||||||||||||||||||||||||
(Effective date 08/20/2001) |
||||||||||||||||||||||||
2018 |
2 | $ | 31.40 | $ | 77 | 0.49 % | 0.00 % | (5.72) | % | |||||||||||||||
2017 |
2 | $ | 33.31 | $ | 77 | 0.32 % | 0.00 % | 18.43 | % | |||||||||||||||
2016 |
0 | * | $ | 28.09 | $ | 7 | 0.00 % | 0.00 % | 9.86 | % | ||||||||||||||
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA |
||||||||||||||||||||||||
(Effective date 05/01/2015) |
||||||||||||||||||||||||
2018 |
81 | $ | 11.30 | $ | 913 | 0.34 % | 0.00 % | (10.32) | % | |||||||||||||||
2017 |
53 | $ | 12.60 | $ | 664 | 1.25 % | 0.00 % | 14.16 | % | |||||||||||||||
2016 |
23 | $ | 11.04 | $ | 253 | 0.01 % | 0.00 % | 18.05 | % | |||||||||||||||
2015 |
0 | * | $ | 9.36 | $ | 2 | 0.00 % | 0.00 % | (6.46) | % | ||||||||||||||
PIMCO VIT HIGH YIELD PORTFOLIO |
||||||||||||||||||||||||
2018 |
8 | $ | 23.43 | $ | 180 | 5.08 % | 0.00 % | (2.65) | % | |||||||||||||||
2017 |
11 | $ | 24.07 | $ | 254 | 4.87 % | 0.00 % | 6.60 | % | |||||||||||||||
2016 |
21 | $ | 22.58 | $ | 483 | 5.22 % | 0.00 % | 12.44 | % | |||||||||||||||
2015 |
24 | $ | 20.08 | $ | 476 | 5.27 % | 0.00 % | (1.64) | % | |||||||||||||||
2014 |
21 | $ | 20.42 | $ | 432 | 5.29 % | 0.00 % | 3.34 | % | |||||||||||||||
PIMCO VIT LOW DURATION PORTFOLIO |
||||||||||||||||||||||||
2018 |
404 | $ | 15.17 | $ | 6,123 | 1.93 % | 0.00 % | 0.34 | % | |||||||||||||||
2017 |
380 | $ | 15.12 | $ | 5,744 | 1.33 % | 0.00 % | 1.35 | % | |||||||||||||||
2016 |
326 | $ | 14.92 | $ | 4,862 | 1.44 % | 0.00 % | 1.41 | % | |||||||||||||||
2015 |
163 | $ | 14.71 | $ | 2,400 | 3.35 % | 0.00 % | 0.31 | % | |||||||||||||||
2014 |
186 | $ | 14.67 | $ | 2,735 | 1.12 % | 0.00 % | 0.89 | % | |||||||||||||||
PIMCO VIT REAL RETURN PORTFOLIO |
||||||||||||||||||||||||
2018 |
30 | $ | 17.26 | $ | 510 | 2.26 % | 0.00 % | (2.21) | % | |||||||||||||||
2017 |
65 | $ | 17.65 | $ | 1,141 | 2.57 % | 0.00 % | 3.66 | % | |||||||||||||||
2016 |
36 | $ | 17.02 | $ | 619 | 2.27 % | 0.00 % | 5.19 | % | |||||||||||||||
2015 |
69 | $ | 16.18 | $ | 1,115 | 4.66 % | 0.00 % | (2.71) | % | |||||||||||||||
2014 |
53 | $ | 16.63 | $ | 880 | 1.44 % | 0.00 % | 3.10 | % | |||||||||||||||
PIMCO VIT TOTAL RETURN PORTFOLIO |
||||||||||||||||||||||||
2018 |
181 | $ | 19.54 | $ | 3,545 | 2.54 % | 0.00 % | (0.53) | % | |||||||||||||||
2017 |
187 | $ | 19.65 | $ | 3,673 | 2.02 % | 0.00 % | 4.91 | % | |||||||||||||||
2016 |
185 | $ | 18.73 | $ | 3,456 | 2.14 % | 0.00 % | 2.68 | % | |||||||||||||||
2015 |
352 | $ | 18.24 | $ | 6,428 | 4.80 % | 0.00 % | 0.45 | % | |||||||||||||||
2014 |
461 | $ | 18.16 | $ | 8,372 | 2.21 % | 0.00 % | 4.31 | % |
(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 | Total Return | ||||||||||||||||||
PIONEER REAL ESTATE SHARES VCT PORTFOLIO |
||||||||||||||||||||||||
(Effective date 04/29/2016) |
||||||||||||||||||||||||
2018 |
5 | $ | 9.95 | $ | 49 | 2.89 % | 0.00 % | (7.24) | % | |||||||||||||||
2017 |
3 | $ | 10.72 | $ | 35 | 2.71 % | 0.00 % | 3.50 | % | |||||||||||||||
2016 |
0 | * | $ | 10.38 | $ | 2 | 1.07 % | 0.00 % | 3.61 | % | ||||||||||||||
PUTNAM VT EQUITY INCOME FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
10 | $ | 32.88 | $ | 341 | 0.89 % | 0.00 % | (8.27) | % | |||||||||||||||
2017 |
13 | $ | 35.84 | $ | 453 | 1.74 % | 0.00 % | 19.06 | % | |||||||||||||||
2016 |
11 | $ | 30.11 | $ | 333 | 1.91 % | 0.00 % | 13.96 | % | |||||||||||||||
2015 |
10 | $ | 26.42 | $ | 276 | 1.69 % | 0.00 % | (2.79) | % | |||||||||||||||
2014 |
9 | $ | 27.18 | $ | 235 | 1.80 % | 0.00 % | 12.97 | % | |||||||||||||||
PUTNAM VT HIGH YIELD FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
32 | $ | 22.52 | $ | 722 | 6.17 % | 0.00 % | (3.59) | % | |||||||||||||||
2017 |
36 | $ | 23.36 | $ | 831 | 5.72 % | 0.00 % | 7.22 | % | |||||||||||||||
2016 |
29 | $ | 21.78 | $ | 623 | 6.12 % | 0.00 % | 15.66 | % | |||||||||||||||
2015 |
28 | $ | 18.83 | $ | 520 | 2.01 % | 0.00 % | (5.14) | % | |||||||||||||||
2014 |
5 | $ | 19.86 | $ | 93 | 6.17 % | 0.00 % | 1.95 | % | |||||||||||||||
PUTNAM VT INCOME FUND |
||||||||||||||||||||||||
(Effective date 10/31/2014) |
||||||||||||||||||||||||
2018 |
13 | $ | 10.63 | $ | 135 | 2.96 % | 0.00 % | 0.20 | % | |||||||||||||||
2017 |
2 | $ | 10.61 | $ | 22 | 0.00 % | 0.00 % | 5.59 | % | |||||||||||||||
PUTNAM VT INTERNATIONAL GROWTH FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
2 | $ | 19.78 | $ | 45 | 0.07 % | 0.00 % | (18.41) | % | |||||||||||||||
2017 |
0 | * | $ | 24.24 | $ | 11 | 0.83 % | 0.00 % | 35.37 | % | ||||||||||||||
2016 |
0 | * | $ | 17.91 | $ | 7 | 0.00 % | 0.00 % | (6.47) | % | ||||||||||||||
PUTNAM VT SMALL CAP VALUE FUND |
||||||||||||||||||||||||
(Effective date 05/01/2015) |
||||||||||||||||||||||||
2018 |
8 | $ | 10.39 | $ | 78 | 0.63 % | 0.00 % | (19.69) | % | |||||||||||||||
2017 |
7 | $ | 12.94 | $ | 93 | 0.88 % | 0.00 % | 8.15 | % | |||||||||||||||
PUTNAM VT SUSTAINABLE FUTURE FUND |
||||||||||||||||||||||||
(Effective date 04/24/2009) |
||||||||||||||||||||||||
2018 |
3 | $ | 33.97 | $ | 88 | 0.90 % | 0.00 % | (4.64) | % | |||||||||||||||
2017 |
3 | $ | 35.62 | $ | 115 | 0.87 % | 0.00 % | 10.94 | % | |||||||||||||||
2016 |
2 | $ | 32.11 | $ | 73 | 0.69 % | 0.00 % | 13.23 | % | |||||||||||||||
2015 |
1 | $ | 28.35 | $ | 34 | 0.00 % | 0.00 % | (4.06) | % |
(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 | Total Return | ||||||||||||||||||
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/01/2006) |
||||||||||||||||||||||||
2018 |
56 | $ | 18.14 | $ | 1,008 | 0.31 % | 0.00 % | (8.50) | % | |||||||||||||||
2017 |
55 | $ | 19.83 | $ | 1,094 | 0.82 % | 0.00 % | 5.10 | % | |||||||||||||||
2016 |
60 | $ | 18.87 | $ | 1,124 | 1.70 % | 0.00 % | 20.54 | % | |||||||||||||||
2015 |
60 | $ | 15.65 | $ | 946 | 0.38 % | 0.00 % | (11.97) | % | |||||||||||||||
2014 |
59 | $ | 17.78 | $ | 1,053 | 0.00 % | 0.00 % | 2.89 | % | |||||||||||||||
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO |
||||||||||||||||||||||||
(Effective date 05/01/2015) |
||||||||||||||||||||||||
2018 |
110 | $ | 14.44 | $ | 1,587 | 0.00 % | 0.00 % | 1.65 | % | |||||||||||||||
2017 |
72 | $ | 14.21 | $ | 1,025 | 0.00 % | 0.00 % | 35.83 | % | |||||||||||||||
2016 |
6 | $ | 10.46 | $ | 67 | 0.00 % | 0.00 % | 0.53 | % | |||||||||||||||
VAN ECK VIP EMERGING MARKETS FUND |
||||||||||||||||||||||||
(Effective date 05/05/2008) |
||||||||||||||||||||||||
2018 |
1 | $ | 40.67 | $ | 46 | 0.28 % | 0.00 % | (23.49) | % | |||||||||||||||
2017 |
1 | $ | 53.15 | $ | 58 | 0.40 % | 0.00 % | 51.03 | % | |||||||||||||||
2016 |
1 | $ | 35.20 | $ | 37 | 0.44 % | 0.00 % | 0.10 | % | |||||||||||||||
2015 |
1 | $ | 35.14 | $ | 41 | 0.51 % | 0.00 % | (13.99) | % | |||||||||||||||
2014 |
1 | $ | 40.87 | $ | 41 | 0.44 % | 0.00 % | (0.41) | % | |||||||||||||||
VAN ECK VIP GLOBAL HARD ASSETS FUND |
||||||||||||||||||||||||
(Effective date 05/05/2008) |
||||||||||||||||||||||||
2018 |
19 | $ | 40.16 | $ | 779 | 0.00 % | 0.00 % | (28.28) | % | |||||||||||||||
2017 |
16 | $ | 55.98 | $ | 921 | 0.00 % | 0.00 % | (1.70) | % | |||||||||||||||
2016 |
13 | $ | 56.95 | $ | 752 | 0.43 % | 0.00 % | 43.71 | % | |||||||||||||||
2015 |
18 | $ | 39.63 | $ | 719 | 0.03 % | 0.00 % | (33.45) | % | |||||||||||||||
2014 |
10 | $ | 59.54 | $ | 623 | 0.09 % | 0.00 % | (19.11) | % | |||||||||||||||
VICTORY RS SMALL CAP GROWTH EQUITY VIP SERIES |
||||||||||||||||||||||||
(Effective date 04/30/2018) |
||||||||||||||||||||||||
2018 |
1 | $ | 8.71 | $ | 6 | 0.00 % | 0.00 % | (12.97) | % |
(Concluded)
* The Investment Division has units and/or assets that round to less than $1,000 or 1,000 units.
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
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of the investment divisions listed in Appendix A of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company (the Series Account) as of December 31, 2018, the related statements of operations and changes in net assets for the periods indicated in Appendix A, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the investment divisions constituting the Series Account as of December 31, 2018, the results of their operations, and the changes in their net assets for each of the periods indicated in Appendix A, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Series Accounts management. Our responsibility is to express an opinion on the Series Accounts financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Series Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Series Account is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Series Accounts internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with mutual fund companies; when replies were not received from mutual fund companies, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
April 8, 2019
We have served as the auditor of one or more Great-West investment company separate accounts since 1981.
COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Report of Independent Registered Public Accounting Firm
APPENDIX A
Investment division | Statement of
|
Statement of operations |
Statements of changes in net assets | |||
ALGER SMALL CAP GROWTH PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN CENTURY INVESTMENTS VP CAPITAL APPRECIATION FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN CENTURY INVESTMENTS VP INFLATION PROTECTION FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN CENTURY INVESTMENTS VP VALUE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN FUNDS IS GROWTH FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN FUNDS IS INTERNATIONAL FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
AMERICAN FUNDS IS NEW WORLD FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
BLACKROCK GLOBAL ALLOCATION VI FUND | December 31, 2018 | For the period July 9, 2018 to December 31, 2018 | For the period July 9, 2018 to December 31, 2018 | |||
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period March 24, 2017 to December 31, 2017. | |||
CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period January 26, 2017 to December 31, 2017. | |||
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 |
Page 1 of 7
COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Report of Independent Registered Public Accounting Firm
APPENDIX A
DAVIS FINANCIAL PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
DAVIS VALUE PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
DELAWARE VIP INTERNATIONAL VALUE EQUITY SERIES | December 31, 2018 | For the period May 29, 2018 to December 31, 2018 | For the period May 29, 2018 to December 31, 2018 | |||
DELAWARE VIP SMALL CAP VALUE SERIES | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
DREYFUS STOCK INDEX FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
DREYFUS VIF INTERNATIONAL EQUITY PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
DWS CORE EQUITY VIP | N/A | N/A | For the period January 1, 2017 to August 11, 2017 | |||
DWS CROCI® U.S. VIP | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
DWS GLOBAL SMALL CAP VIP | N/A | For the period January 1, 2018 to June 11, 2018 | For the period January 1, 2018 to June 11, 2018 and for the year ended December 31, 2017 | |||
DWS HIGH INCOME VIP | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
DWS SMALL CAP INDEX VIP | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
DWS SMALL MID CAP VALUE VIP | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
FEDERATED HIGH INCOME BOND FUND II | N/A | N/A | For the period January 1, 2017 to August 4, 2017 | |||
FEDERATED KAUFMANN FUND II | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
FIDELITY VIP CONTRAFUND PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
FIDELITY VIP GROWTH PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
FIDELITY VIP MID CAP PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GOLDMAN SACHS VIT MID CAP VALUE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 |
Page 2 of 7
COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Report of Independent Registered Public Accounting Firm
APPENDIX A
GREAT-WEST AGGRESSIVE PROFILE FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period July 11, 2017 to December 31, 2017 | |||
GREAT-WEST AGGRESSIVE PROFILE I FUND | N/A | N/A | For the period January 1, 2017 to July 11, 2017 | |||
GREAT-WEST ARIEL MID CAP VALUE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST BOND INDEX FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST CONSERVATIVE PROFILE FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period May 12, 2017 to December 31, 2017 | |||
GREAT-WEST CONSERVATIVE PROFILE I FUND | N/A | N/A | For the period January 1, 2017 to July 11, 2017. | |||
GREAT-WEST CORE BOND FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST EMERGING MARKETS EQUITY FUND | December 31, 2018 | For the period December 24, 2018 to December 31, 2018 | For the period December 24, 2018 to December 31, 2018 | |||
GREAT-WEST GLOBAL BOND FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST GOVERNMENT MONEY MARKET FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST INTERNATIONAL INDEX FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST INTERNATIONAL VALUE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST LARGE CAP GROWTH FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST LIFETIME 2015 FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST LIFETIME 2020 FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period January 30, 2017 to December 31, 2017 | |||
GREAT-WEST LIFETIME 2025 FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST LIFETIME 2030 FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST LIFETIME 2035 FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 |
Page 3 of 7
COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Report of Independent Registered Public Accounting Firm
APPENDIX A
GREAT-WEST LIFETIME 2040 FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST LIFETIME 2045 FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST LIFETIME 2050 FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period January 30, 2017 to December 31, 2017 | |||
GREAT-WEST LIFETIME 2055 FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST LOOMIS SAYLES SMALL CAP VALUE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST MID CAP VALUE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST MODERATE PROFILE FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period July 11, 2017 to December 31, 2017 | |||
GREAT-WEST MODERATE PROFILE I FUND | N/A | N/A | For the period January 1, 2017 to July 31, 2017. | |||
GREAT-WEST MODERATELY AGGRESSIVE PROFILE FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period July 11, 2017 to December 31, 2017 | |||
GREAT-WEST MODERATELY AGGRESSIVE PROFILE I FUND | N/A | N/A | For the period January 1, 2017 to July 11, 2017 | |||
GREAT-WEST MODERATELY CONSERVATIVE PROFILE FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period July 11, 2017 to December 31, 2017 | |||
GREAT-WEST MODERATELY CONSERVATIVE PROFILE I FUND | N/A | N/A | For the period January 1, 2017 to July 11, 2017 | |||
GREAT-WEST MULTI-SECTOR BOND FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST REAL ESTATE INDEX FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period January 30, 2017 to December 31, 2017 | |||
GREAT-WEST S&P MID CAP 400® INDEX FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST S&P SMALL CAP 600® INDEX FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 |
Page 4 of 7
COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Report of Independent Registered Public Accounting Firm
APPENDIX A
GREAT-WEST SHORT DURATION BOND FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST SMALL CAP GROWTH FUND | N/A | For the period June 11, 2018 to July 13, 2018 | For the period June 11, 2018 to July 13, 2018 | |||
GREAT-WEST T. ROWE PRICE EQUITY INCOME FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST T. ROWE PRICE MID CAP GROWTH FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
GREAT-WEST U.S. GOVERNMENT SECURITIES FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
INVESCO V.I. CORE EQUITY FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
INVESCO V.I. DIVERSIFIED DIVIDEND FUND | N/A | N/A | For the period January 1, 2017 to January 2, 2017 | |||
INVESCO V.I. GLOBAL REAL ESTATE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
INVESCO V.I. HEALTH CARE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
INVESCO V.I. INTERNATIONAL GROWTH FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
INVESCO V.I. MID CAP CORE EQUITY FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
INVESCO V.I. TECHNOLOGY FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
JANUS HENDERSON VIT BALANCED PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
JANUS HENDERSON VIT FLEXIBLE BOND PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
JANUS HENDERSON VIT FORTY PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
JANUS HENDERSON VIT GLOBAL RESEARCH PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
JANUS HENDERSON VIT GLOBAL TECHNOLOGY PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
JANUS HENDERSON VIT OVERSEAS PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 |
Page 5 of 7
COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Report of Independent Registered Public Accounting Firm
APPENDIX A
JPMORGAN INSURANCE TRUST INTREPID MID CAP PORTFOLIO | N/A | N/A | For the period January 1, 2017 to April 18, 2017 | |||
LORD ABBETT SERIES DEVELOPING GROWTH PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
MFS VIT III MID CAP VALUE PORTFOLIO | December 31, 2018 | For the period December 24, 2018 to December 31, 2018 | For the period December 24, 2018 to December 31, 2018 | |||
MFS VIT MID CAP GROWTH SERIES | December 31, 2018 | For the period December 24, 2018 to December 31, 2018 | For the period December 24, 2018 to December 31, 2018 | |||
MFS VIT TOTAL RETURN BOND SERIES | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period August 4, 2017 to December 31, 2017 | |||
MFS VIT VALUE SERIES | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
NEUBERGER BERMAN AMT GUARDIAN PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
NEUBERGER BERMAN AMT LARGE CAP VALUE PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
NEUBERGER BERMAN AMT MID CAP GROWTH PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
NEUBERGER BERMAN AMT SUSTAINABLE EQUITY PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
PIMCO VIT HIGH YIELD PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
PIMCO VIT LOW DURATION PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
PIMCO VIT REAL RETURN PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
PIMCO VIT TOTAL RETURN PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 |
Page 6 of 7
COLI VUL-2 SERIES ACCOUNT OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Report of Independent Registered Public Accounting Firm
APPENDIX A
PIONEER REAL ESTATE SHARES VCT PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
PUTNAM VT EQUITY INCOME FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
PUTNAM VT HIGH YIELD FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
PUTNAM VT INCOME FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period July 24, 2017 to December 31, 2017 | |||
PUTNAM VT INTERNATIONAL GROWTH FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
PUTNAM VT SMALL CAP VALUE FUND | December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 and for the period January 30, 2017 to December 31, 2017 | |||
PUTNAM VT SUSTAINABLE FUTURE FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
ROYCE CAPITAL FUNDMICRO-CAP PORTFOLIO | N/A | For the period January 1, 2018 to May 23, 2018 | For the period January 1, 2018 to May 23, 2018 and for the year ended December 31, 2017 | |||
ROYCE CAPITAL FUNDSMALL-CAP PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
VAN ECK VIP EMERGING MARKETS FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
VAN ECK VIP GLOBAL HARD ASSETS FUND | December 31, 2018 | For the year ended December 31, 2018 | For each of the two years in the period ended December 31, 2018 | |||
VICTORY RS SMALL CAP GROWTH EQUITY VIP SERIES | December 31, 2018 | For the period December 24, 2018 to December 31, 2018 | For the period December 24, 2018 to December 31, 2018 |
Page 7 of 7
(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 Benefits Corp Equities, Inc.) is incorporated by reference to Registrant’s Post- Effective Amendment No. 9 on Form N-6 filed on April 29, 2003 (File No. 333-70963). | |
(d) | Policies. | |
(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). | |
(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). | |
(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). | |
(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). | |
(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 Nos. 333-70963 and 811-09201). | |
(6) | Specimen Fixed Account Endorsement Form 379 is incorporated by reference to Registrant’s Post- Effective Amendment No. 19 to Registration Statement on Form N-6 as filed on December 17, 2008 (File No. 333-70963). | |
(7) | Specimen Policy Form J355rev2 is incorporated by reference to Registrant’s Post-Effective Amendment No. 25 to Registration Statement on Form N-6 as filed on April 27, 2012 (File Nos. 333-70963 and 811-09201). | |
(8) | Specimen Policy Endorsement (Form ICC 12-J801) is incorporated by reference to Registrant’s Post- Effective Amendment No. 26 to Registration Statement filed on Form N-6 as filed on September 27, 2012 (File No. 333-70963). | |
(9) | Specimen Policy Form J355rev3 is incorporated by reference to Registrant’s Post-Effective Amendment No. 28 to Registration Statement on Form N-6 as filed on February 28, 2014 (File No. 333-70963). | |
(10) | Specimen Policy Form ICC14-J355X incorporated by reference to Registrant’s Post-Effective Amendment No. 29 to Registration Statement on Form N-6 as filed on December 19, 2014 (File No. 333-70963). | |
(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) | Depositor’s Certificate of Incorporation and By-Laws. | |
(1) | Depositor’s Certificate of Incorporation are incorporated by reference to Registrant’s Post-Effective Amendment No. 32 on Form N-6 as filed on April 29, 2015 (File Nos. 333-70963 and 811-09201). | |
(2) | By-Laws of Great-West are incorporated by reference to Registrant’s Post-Effective Amendment No. 32 on Form N-6 as filed on April 29, 2015 (File Nos. 333-70963 and 811-09201). | |
(g) | Reinsurance Contracts. |
(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). | |
(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). | |
(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). | |
(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. | |
(1) | Participation Agreement among Great-West, AIM Variable Insurance Funds, Inc., and AIM Distributors, Inc., dated April 30, 2004 is filed herewith. | |
(2) | First Amendment to Participation Agreement among Great-West, AIM Variable Insurance Funds and AIM Distributors, Inc. dated April 30, 2004 is filed herewith. | |
(3) | Second Amendment to Participation Agreement among Great-West, AIM Variable Insurance Funds and AIM Distributors dated August 1, 2006, 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). | |
(4) | Third Amendment to Participation Agreement among Great-West, AIM Variable Insurance Funds and AIM Distributors dated November 15, 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). | |
(5) | Fourth Amendment to Participation Agreement among Great-West, AIM Variable Insurance Funds and AIM Distributors dated April 30, 2010 is filed herewith. | |
(6) | Fifth Amendment to Participation Agreement among Great-West, AIM Variable Insurance Funds and AIM Distributors dated November 6, 2013 is filed herewith. | |
(7) | Fund Participation Agreement among Great-West, The Alger American Fund, Fred Alger Management, Inc., and Fred Alger & Company, Inc. dated September 13, 1999 is filed herewith. | |
(8) | Amendment to 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 August 17, 2006 is filed herewith. | |
(9) | 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). |
(10) | Third 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 September 23, 2013 is filed herewith. | |
(11) | 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). | |
(12) | 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). | |
(13) | Second Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc. and American Century Investment Services, Inc., 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). | |
(14) | Third Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and American Century Investment Services, Inc., 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). | |
(15) | Fourth Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and American Century Investment Services, Inc., 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). | |
(16) | Fifth Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and American Century Investment Services, Inc., dated November 18, 2008 is filed herewith. | |
(17) | Sixth Amendment to Fund Participation Agreement among Great-West, Great-West of New York, American Century Investment Management, Inc., and American Century Investment Services, Inc., dated September 1, 2013 is filed herewith. | |
(18) | Seventh Amendment to Fund Participation Agreement among Great-West, Great-West of New York, American Century Investment Management, Inc., and American Century Investment Services, Inc., dated May 1, 2015 is filed herewith. | |
(19) | 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). | |
(20) | Amendment #1 to 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 September 30, 2011 is filed herewith. | |
(21) | Amendment #2 to Fund Participation Agreement among Great-West, Great-West of New York, American Funds Insurance Series and Capital Research and Management Company dated August 28, 2013 is filed herewith. | |
(22) | Amendment #3 to Fund Participation Agreement among Great-West, Great-West of New York, American Funds Insurance Series and Capital Research and Management Company dated April 3, 2014 is filed herewith. | |
(23) | 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). |
(24) | Amendment to Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Columbia Funds Variable Insurance Trust, Columbia Management Investment Advisors, LLC and Columbia Management Investment Distributors, Inc. dated April 29, 2011 is filed herewith. | |
(25) | Amendment to Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Columbia Funds Variable Insurance Trust, Columbia Management Investment Advisors, LLC and Columbia Management Investment Distributors, Inc. dated October 24, 2013 is filed herewith. | |
(26) | Participation Agreement among Great-West, Great-West of New York, Columbia Funds Variable Insurance Trust, Columbia Management Investment Advisors, LLC and Columbia Management Investment Distributors, Inc. dated May 1, 2015 is filed herewith. | |
(27) | Participation Agreement among Great-West, Great-West of New York, Columbia Funds Variable Insurance Trust I, Columbia Management Investment Advisors, LLC and Columbia Management Investment Distributors, Inc. dated May 1, 2015 is filed herewith. | |
(28) | Participation Agreement among Great-West, Great-West of New York, Columbia Funds Variable Insurance Trust II, Columbia Management Investment Advisors, LLC and Columbia Management Investment Distributors, Inc. dated May 1, 2015 is filed herewith. | |
(29) | 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). | |
(30) | 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). | |
(31) | Second 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 October 29, 2008 is filed herewith. | |
(32) | Third 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 August 16, 2013 is filed herewith. | |
(33) | Participation Agreement among Great-West, Delaware Group Premium Fund (now known as Delaware VIP Trust), Delaware Management Company, and Delaware Distributors, L.P., dated April 20, 2001 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, filed by Variable Annuity-1 Series Account of Great-West on April 24, 2001 (File No. 333-52956). | |
(34) | Amendment to Participation Agreement among Great-West, Delaware Group Premium Fund (now known as Delaware VIP Trust), Delaware Management Company, and Delaware Distributors, L.P., dated May 1, 2003 is filed herewith. | |
(35) | Amendment to Participation Agreement among Great-West, Delaware Group Premium Fund (now known as Delaware VIP Trust), Delaware Management Company, and Delaware Distributors, L.P., dated June 2, 2003 is incorporated by reference to Post-Effective Amendment No. 10 to Variable Annuity-1 Series Account of Great-West’s Registration Statement on Form N-4, filed May 29, 2003 (File No. 333- 52956). | |
(36) | Amendment to Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated April 2005 is incorporated by reference to Post-Effective Amendment No. 16 on Form N-4 filed on April 29, 2005 (File No. 333- 01153). | |
(37) | Amendment to Participation Agreement among Great-West, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated October 1, 2005 is filed herewith. |
(38) | Amendment to Participation Agreement among Great-West, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated November 14, 2011 is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 30, 2011 (File No. 333-176926). | |
(39) | Amendment to Fund Participation Agreement among Great-West, Delaware VIP Trust, Delaware Management Company and Delaware Distributors, L.P. dated May 7, 2014 is incorporated by reference to Registrant’s Post-Effective Amendment No. 30 to Registration Statement on Form N-6 as filed on October 22, 2014 (File No. 333-70963). | |
(40) | Amendment to Participation Agreement among Great-West, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated August 1, 2014 is filed herewith. | |
(41) | Amendment to Participation Agreement among Great-West, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated May 1, 2016 is filed herewith. | |
(42) | Fund Participation Agreement among 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). | |
(43) | Amendment to Fund Participation Agreement among 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). | |
(44) | Amendment to Fund Participation Agreement among Great-West, Dreyfus Growth and Value Funds, Inc., Dreyfus Stock Index Fund, Inc. (formerly known as 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). | |
(45) | 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). | |
(46) | Fourth Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great- West of New York), Dreyfus Investment Portfolios, The Dreyfus Socially Responsible Growth Fund, Inc., Dreyfus Stock 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). | |
(47) | Fifth Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great- West of New York), Dreyfus Investment Portfolios, The Dreyfus Socially Responsible Growth Fund, Inc., Dreyfus Stock Index Fund, Inc. and Dreyfus Variable Investment Fund, dated January 9, 2009 is filed herewith. | |
(48) | Sixth Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great- West of New York), Dreyfus Investment Portfolios, The Dreyfus Socially Responsible Growth Fund, Inc., Dreyfus Stock Index Fund, Inc. and Dreyfus Variable Investment Fund, dated October 1, 2009 is filed herewith. | |
(49) | Eighth Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great- West of New York), Dreyfus Investment Portfolios, The Dreyfus Socially Responsible Growth Fund, Inc., Dreyfus Stock Index Fund, Inc. and Dreyfus Variable Investment Fund, dated November 1, 2013 is filed herewith. | |
(50) | 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). |
(51) | First Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), 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. and DWS Scudder Distributors, Inc. (formerly Scudder Distributors, Inc.) 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). | |
(52) | Second Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), DWS Variable Series I, DWS Variable Series II, DWS Investments VIT Funds, Deutsche Investment Management Americas Inc. and DWS Scudder Distributors, Inc. 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). | |
(53) | Third Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), DWS Variable Series I, DWS Variable Series II, DWS Investments VIT Funds, Deutsche Investment Management Americas Inc. and DWS Investments Distributors, Inc. (formerly DWS Scudder Distributors, Inc.) dated November 20, 2008 is filed herewith. | |
(54) | Fourth Amendment to Fund Participation Agreement among Great-West, Great-West of New York), DWS Variable Series I, DWS Variable Series II, DWS Investments VIT Funds, Deutsche Investment Management Americas Inc. and DWS Investments Distributors, Inc. dated August 10, 2013 is filed herewith. | |
(55) | Fund Participation Agreement among Great-West, Great-West of New York, Eaton Vance Variable Trust and Eaton Vance Distributors, Inc. dated April 28, 2016 is filed herewith. | |
(56) | Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Federated Insurance Series and Federated Securities Corp. dated March 3, 2012 is incorporated by reference to Registrant’s Post-Effective Amendment No. 25 to Registration Statement on Form N-6 as filed on April 27, 2012 (File No. 333-70963). | |
(57) | 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 (File Nos. 333-70963 and 811-09201). | |
(58) | 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). | |
(59) | 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). | |
(60) | 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). | |
(61) | 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). | |
(62) | 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). | |
(63) | 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). |
(64) | 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). | |
(65) | 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). | |
(66) | 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). | |
(67) | 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). | |
(68) | Third 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 October 1, 2009 is filed herewith. | |
(69) | Fourth 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 September 1, 2013 is filed herewith. | |
(70) | Fifth 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 April 28, 2017 is filed herewith. | |
(71) | Participation Agreement among Great-West, Great-West of New York, Goldman Sachs Variable Insurance Trust, and Goldman, Sachs & Co. dated April 19, 2013 is incorporated by reference to Registrant’s Post-Effective Amendment No. 27 to Registration Statement on Form N-6 as filed on April 26, 2013 (File No. 333-70963). | |
(72) | First Amendment to Participation Agreement among Great-West, Great-West of New York, Goldman Sachs Variable Insurance Trust, and Goldman, Sachs & Co. dated July 22, 2013 is filed herewith. | |
(73) | Agreement among Great-West and Maxim Series Fund, Inc. (now known as Great-West Funds, Inc.) dated November 1, 1999 is filed herewith. | |
(74) | Amendment to Agreement among 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 October 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). | |
(75) | Second Amendment to Agreement among 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 March 23, 2008 is filed herewith. | |
(76) | Amendment to Agreement among Great-West, First Great-West (now known as Great-West of New York), and Great-West Funds, Inc. dated August 2, 2013 is filed herewith. |
(77) | Fund Participation Agreement among Great-West, Great-West of New York, Maxim Series Fund, Inc. (now known as Great-West Funds, Inc.), GW Capital Management LLC, and GWFS Equities, Inc. dated December 15, 2011 is filed herewith. | |
(78) | 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). | |
(79) | 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). | |
(80) | 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). | |
(81) | 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). | |
(82) | 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). | |
(83) | 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). | |
(84) | Amendment to Fund Participation Agreement between Great-West, Janus Aspen Series and Janus Capital Corporation, dated January 16, 2013 is filed herewith. | |
(85) | Amendment to Fund Participation Agreement between Great-West, Janus Aspen Series and Janus Capital Corporation, dated September 11, 2013 is filed herewith. | |
(86) | Fund Participation Agreement among Great-West, Great-West of New York, Janus Aspen Series and Janus Distributors, LLC dated December 1, 2015 is filed herewith. | |
(87) | Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), JPMorgan Insurance Trust, JPMorgan Investment Advisors Inc., and J.P. Morgan Investment Management Inc., dated April 24, 2009 is filed herewith. | |
(88) | Amendment to Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), JPMorgan Insurance Trust, JPMorgan Investment Advisors Inc., J.P. Morgan Investment Management Inc. and JPMorgan Funds Management, Inc., dated April 13, 2015 is filed herewith. | |
(89) | Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Lord Abbett Series Fund, Inc. and Lord Abbett Distributor LLC dated September 8, 2011 is filed herewith. | |
(90) | First Amendment to Participation Agreement among Great-West, Great-West of New York, Lord Abbett Series Fund, Inc. and Lord Abbett Distributor LLC dated August 21, 2013 is filed herewith. | |
(91) | Second Amendment to Participation Agreement among Great-West, Great-West of New York, Lord Abbett Series Fund, Inc. and Lord Abbett Distributor LLC dated April 1, 2014 is filed herewith. | |
(92) | Third Amendment to Participation Agreement among Great-West, Great-West of New York, Lord Abbett Series Fund, Inc. and Lord Abbett Distributor LLC dated April 17, 2015 is filed herewith. |
(93) | Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), MFS Variable Insurance Trust I (now known as MFS Variable Insurance Trust), MFS Variable Insurance Trust II, and MFS Fund Distributors, Inc., dated April 1, 2011, is incorporated by reference to Registrant’s Post-Effective Amendment No. 27 to Registration Statement on Form N-6 as filed on April 21, 2017 (File No. 333-70963). | |
(94) | Amendment to Participation Agreement among Great-West, Great-West of New York, MFS Variable Insurance Trust, MFS Variable Insurance Trust II, and MFS Fund Distributors, Inc., dated April 2017 is filed herewith. | |
(95) | 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). | |
(96) | 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). | |
(97) | 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). | |
(98) | 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). | |
(99) | Second Amendment to Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), PIMCO Variable Insurance Trust, Pacific Investment Management Company, LLC and Allianz Global Investors Distributors, LLC dated November 5, 2008 is filed herewith. | |
(100) | Participation Agreement among Great-West, Great-West of New York, Pioneeer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc. dated 2016 is filed herewith. | |
(101) | Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Putnam Variable Trust and Putnam Management Limited Partnership 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). | |
(102) | First Amendment to Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Putnam Variable Trust and Putnam Management Limited Partnership, dated July 22, 2009 is filed herewith. | |
(103) | 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). | |
(104) | 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). | |
(105) | Second 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 September 18, 2013 is filed herewith. |
(106) | Fund Participation Agreement among Great-West, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. and T. Rowe Price Investment Services, Inc. dated February 1, 2002 is filed herewith. | |
(107) | First Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. and T. Rowe Price Investment Services, Inc. dated November 10, 2008 is filed herewith. | |
(108) | Second Amendment to Fund Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. and T. Rowe Price Investment Services, Inc. dated November 30, 2011 is filed herewith. | |
(109) | Amendment to Fund Participation Agreement among Great-West, Great-West of New York, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. and T. Rowe Price Investment Services, Inc. dated August 29, 2013 is filed herewith. | |
(110) | Amendment to Fund Participation Agreement among Great-West, Great-West of New York, T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. and T. Rowe Price Investment Services, Inc. dated March 17, 2014 is filed herewith. | |
(111) | Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Van Eck Worldwide Insurance Trust, Van Eck Securities Corporation and Van Eck Associates Corporation 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). | |
(112) | Amendment No. 1 to Participation Agreement among Great-West, First Great-West (now known as Great-West of New York), Van Eck Worldwide Insurance Trust, Van Eck Securities Corporation and Van Eck Associates Corporation dated October 1, 2009 is filed herewith. | |
(113) | Amendment No. 3 to Participation Agreement among Great-West, Great-West of New York, Van Eck Worldwide Insurance Trust, Van Eck Securities Corporation and Van Eck Associates Corporation dated August 28, 2014 is filed herewith. | |
(114) | Participation Agreement among Great-West, Great-West of New York, Victory Variable Insurance Funds, Victory Capital Management Inc. and Victory Capital Advisers, Inc. dated May 1, 2018 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. | |
(1) | Legal Consent of Carlton Fields, P.A. is filed herewith. | |
(2) | Written consent of Deloitte & Touche LLP is filed herewith. | |
(o) | Omitted Financial Statements. None | |
(p) | Initial Capital Agreements. None. |
(q) | Redeemability Exemption. None. | |
(r) | Powers of Attorney for Directors Bernbach, Bienfait, Coutu, A. Desmarais, P. Desmarais, Jr., Doer, Fleming, Généreux, Louvel, Madoff, Mahon, Orr, Ryan, Jr., Selitto, Tretiak, and Walsh are filed herewith. |
Name | Principal Business Address | Positions and Offices with Depositor |
R.J. Orr | (4) | Chairman of the Board |
J.L. Bernbach | 32
East 57th Street, 10th Floor New York, NY 10022 |
Director |
R. Bienfait | (4) | Director |
M.R. Coutu | Brookfield
Asset Management Inc. 335 8th Avenue SW, Suite 1700 Calgary, AB T2P 1C9 |
Director |
A.R. Desmarais | (4) | Director |
P.G. Desmarais, Jr. | (4) | Director |
G.A. Doer | (1) | Director |
G.J. Fleming | (2) | Director |
C. Généreux | (4) | Director |
A. Louvel | 930
Fifth Avenue, Apt. 17D New York, NY 10021 |
Director |
P.B. Madoff | 260
West 11th Street New York, NY 10021 |
Director |
P.A. Mahon | (1) | Director |
D. Raymond | First
Canadian Place 100 King Street West Suite 7050 – 70th Floor Toronto, ON M5X 1C7 |
Director |
R.L. Reynolds | (2) | Director |
T.T. Ryan, Jr. | JP
Morgan Chase 270 Park Avenue, Floor 47 New York, NY 10017 |
Director |
J.J. Selitto | 437
West Chestnut Hill Avenue Philadelphia, PA 19118 |
Director |
G.D. Tretiak | (4) | Director |
B.E. Walsh | Saguenay
Capital, LLC The Centre at Purchase Two Manhattanville Road, Suite 403 Purchase, NY 10577 |
Director |
E.F. Murphy, III | (2) | President and Chief Executive Officer |
R.K. Shaw | (2) | President, Individual Markets |
S.C. Sipple | (2) | President, Great-West Investments |
A.S. Bolotin | (2) | Executive Vice President & Chief Financial Officer |
J.W. Knight | (3) | Senior Vice President & Chief Technology Officer |
C.M. Moritz | (2) | Senior Vice President and Chief Financial Officer, Empower Retirement |
S.M. Sanchez | (2) | Chief Human Resources Officer |
K.I. Schindler | (3) | Chief Compliance Officer |
R.G. Schultz | (3) | General Counsel, Chief Legal Officer, and Secretary |
J.F. Bevacqua | (2) | Chief Risk Officer |
R.H. Linton, Jr. | (2) | Executive Vice President, Empower Retirement Operations |
Name | Principal Business Address | Positions and Offices with Depositor |
R.G. Capone | (2) | Senior Vice President, GWI Sales |
J.E. Brown | (2) | Senior Vice President, Separate Accounts |
S.E. Jenks | (2) | Senior Vice President, Marketing |
R.J. Laeyendecker | (2) | Senior Vice President, Executive Benefits Markets |
W.J. McDermott | (2) | Senior Vice President, Large, Mega, NFP Market |
D.G. McLeod | (2) | Senior Vice President, Product Management |
D.A. Morrison | (2) | Senior Vice President, Government Markets |
J.M. Smolen | (2) | Senior Vice President, Core Market |
C.G. Step | (2) | Senior Vice President, Empower Retirement Products |
C. E. Waddell | (2) | Senior Vice President, Retirement Solutions |
I. | OWNERSHIP OF POWER CORPORATION OF CANADA |
The Desmarais Family Residuary Trust | |||||
99.999% - Pansolo Holding Inc. | |||||
59.11% - Power Corporation of Canada | |||||
The total voting rights of Power Corporation of Canada (PCC) controlled directly and indirectly by the Desmarais Family Residuary Trust are as follows. There are issued and outstanding as of December 31, 2018 417,101,146 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 905,648,866. | |||||
Pansolo Holding Inc. owns directly and indirectly 48,363,392 SVS and 48,697,962 PPS, entitling Pansolo Holding Inc. to an aggregate percentage of voting rights of 535,343,012 or 59.11% of the total voting rights attached to the shares of PCC. |
II. | OWNERSHIP BY POWER CORPORATION OF CANADA |
A. | Great-West Life & Annuity Insurance Company Group of Companies (U.S. insurance) |
Power Corporation of Canada | |||||||||
100.0% - 171263 Canada Inc. | |||||||||
65.515% - Power Financial Corporation | |||||||||
67.788% - 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. LLC | |||||||||
100.0% - Great-West Services Singapore I Private Limited | |||||||||
100.0% - Great-West Services Singapore II Private Limited | |||||||||
99.0% - Great West Global Business Services India Private Limited (1% owned by Great-West Services Singapore I Private Limited) | |||||||||
1.0% - Great West Global Business Services India Private Limited (99% owned by Great-West Services Singapore II Private Limited) | |||||||||
100.0% - GWL&A Financial Inc. | |||||||||
60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. (40% owned by Great-West Life & Annuity Insurance Capital, LP) | |||||||||
40.0% - Great-West Life & Annuity Insurance Capital, LLC (60% owned by GWL&A Financial Inc.) | |||||||||
60.0% - Great-West Life & Annuity Insurance Capital, LLC (40% owned by Great-West Life & Annuity Insurance Capital (Nova Scotia) Co.) | |||||||||
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 | |||||||||
100.0% - Great-West Capital Management, LLC | |||||||||
100.0% - Great-West Trust Company, LLC | |||||||||
100.0% - Lottery Receivable Company One LLC | |||||||||
100.0% - LR Company II, L.L.C. | |||||||||
100.0% - Singer Collateral Trust IV | |||||||||
100.0% - Great-West Financial Retirement Plan Services, LLC | |||||||||
100.0% - Empower Insurance Agency, LLC |
B. | Putnam Investments Group of Companies (Mutual Funds) |
Power Corporation of Canada | |||||||||||||
100.0% - 171263 Canada Inc. | |||||||||||||
65.515% - Power Financial Corporation | |||||||||||||
67.788% - Great-West Lifeco Inc. | |||||||||||||
100.0% - Great-West Life & Annuity Insurance Capital, LLC II | |||||||||||||
100.0% - Great-West Financial (Canada) Inc. | |||||||||||||
100.0% - Great-West Financial (Nova Scotia) Co. | |||||||||||||
100% - Great-West Lifeco U.S. LLC | |||||||||||||
99.0% - Great-West Lifeco U.S. Holdings, L.P. (1% owned by Great-West Lifeco U.S. Holdings, LLC) | |||||||||||||
100.0% - Great-West Lifeco U.S. Holdings, LLC | |||||||||||||
1% - Great-West Lifeco U.S. Holdings, L.P. (99% owned by Great-West Lifeco U.S. LLC) | |||||||||||||
100.0% - Putnam Investments, LLC | |||||||||||||
100.0% - Putnam Acquisition Financing, Inc. | |||||||||||||
100.0% - Putnam Acquisition Financing LLC | |||||||||||||
100.0% - Putnam U.S. Holdings I, LLC | |||||||||||||
20.0% - PanAgora Asset Management, Inc (80% owned by PanAgora Holdings, Inc.) | |||||||||||||
100.0% - Putnam Investment Management, LLC | |||||||||||||
100.0% - Putnam Fiduciary Trust Company | |||||||||||||
100.0% - Putnam Investor Services, Inc. | |||||||||||||
100.0% - Putnam Retail Management GP, Inc. | |||||||||||||
1.0% - Putnam Retail Management Limited Partnership (99% owned by Putnam U.S. Holdings I, LLC) | |||||||||||||
99.0% - Putnam Retail Management Limited Partnership (1% owned by Putnam Retail Management GP, Inc.) | |||||||||||||
100.0% - PanAgora Holdings, Inc. | |||||||||||||
80.00% - PanAgora Asset Management, Inc. (20.0% owned by Putnam U.S. Holdings I, LLC) | |||||||||||||
100.0% - Putnam Investment Holdings, L.L.C. | |||||||||||||
100.0% - Savings Investments, LLC | |||||||||||||
100.0% - Putnam Capital, LLC | |||||||||||||
100.0% - The Putnam Advisory Holdings II, LLC | |||||||||||||
100.0% - Putnam Investments (Ireland) Limited | |||||||||||||
100.0% - Putnam Investments Australia Pty Limited |
100.0% - Putnam Investments Securities Co., Ltd. | |||||||||||||
100.0% - Putnam International Distributors, Ltd. | |||||||||||||
100.0% - Putnam Investments Argentina S.A. | |||||||||||||
100.0% - Putnam Investments Limited | |||||||||||||
100.0% - The Putnam Advisory Company, LLC | |||||||||||||
100.0% - Putnam Advisory Holdings, LLC | |||||||||||||
100.0% - Putnam Investments Canada ULC |
C. | The Great-West Life Assurance Company Group of Companies (Canadian insurance) |
Power Corporation of Canada | ||||||||||||||||||||||||||||||||
100.0% - 171263 Canada Inc. | ||||||||||||||||||||||||||||||||
65.515% - Power Financial Corporation | ||||||||||||||||||||||||||||||||
67.788% - Great-West Lifeco Inc. | ||||||||||||||||||||||||||||||||
100.0% - 2142540 Ontario Inc. | ||||||||||||||||||||||||||||||||
1.0% - Great-West Lifeco Finance (Delaware) LP (99.0% owned by Great-West Lifeco Inc.) | ||||||||||||||||||||||||||||||||
40.0% - Great-West Lifeco Finance (Delaware) LLC (60.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - Great-West Lifeco Finance 2017 I, LLC | ||||||||||||||||||||||||||||||||
100.0% - 2023308 Ontario Inc. | ||||||||||||||||||||||||||||||||
1.0% - Great-West Life & Annuity Insurance Capital, LP (99.0% owned by Great-West Lifeco Inc.) | ||||||||||||||||||||||||||||||||
40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. (60.0% owned by GWL&A Financial Inc.) | ||||||||||||||||||||||||||||||||
40.0% - Great-West Life & Annuity Insurance Capital, LLC (60.0% owned by GWL&A Financial Inc.) | ||||||||||||||||||||||||||||||||
40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II (60.0% owned by GWL&A Financial Inc.) | ||||||||||||||||||||||||||||||||
40.0% - Great-West Life & Annuity Insurance Capital, LLC II (60.0% owned by GWL&A Financial Inc.) | ||||||||||||||||||||||||||||||||
100.0% - 2171866 Ontario Inc | ||||||||||||||||||||||||||||||||
100.0% - 2619747 Ontario Inc | ||||||||||||||||||||||||||||||||
1.0% - Great-West Lifeco Finance 2018, LP (99.0% owned by Great-West Lifeco Inc.) | ||||||||||||||||||||||||||||||||
100.0% - Great-West Lifeco Finance 2018, LLC | ||||||||||||||||||||||||||||||||
100.0% - Great-West Lifeco Finance 2018 II, LLC | ||||||||||||||||||||||||||||||||
99.0% - Great West Lifeco Finance 2018, LP (1.0% owned by 2619747 Ontario Inc.) | ||||||||||||||||||||||||||||||||
100.0% - 6109756 Canada Inc. | ||||||||||||||||||||||||||||||||
100.0% - 6922023 Canada Inc. | ||||||||||||||||||||||||||||||||
100.0% - 8563993 Canada Inc. | ||||||||||||||||||||||||||||||||
100.0% - 9855297 Canada Inc. | ||||||||||||||||||||||||||||||||
100.0% - The Great-West Life Assurance Company (NAIC #80705, MI) | ||||||||||||||||||||||||||||||||
29.4% - GWL THL Private Equity I Inc. (11.8% owned by The Canada Life Assurance Company, 58.8% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
100.0% - GWL THL Private Equity II Inc. | ||||||||||||||||||||||||||||||||
23.0% - Great-West Investors Holdco Inc. (22% owned by The Canada Life Assurance Company, 55% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - Great-West Investors LLC | ||||||||||||||||||||||||||||||||
100.0% - Great-West Investors LP Inc. |
99.0% - Great-West Investors LP (1.0% owned by Great-West Investors GP Inc.) | ||||||||||||||||||||||||||||||||
100.0% - T.H. Lee Interests | ||||||||||||||||||||||||||||||||
100.0% - Great-West Investors GP Inc. | ||||||||||||||||||||||||||||||||
1.0% - Great-West Investors LP (99.0% owned by Great-West Investors LP Inc.) | ||||||||||||||||||||||||||||||||
100.0% - T.H. Lee Interests | ||||||||||||||||||||||||||||||||
100.0% - GWL Realty Advisors Inc. | ||||||||||||||||||||||||||||||||
100.0% - GWL Realty Advisors U.S., Inc. | ||||||||||||||||||||||||||||||||
100.0% - EverWest Property Management, LLC | ||||||||||||||||||||||||||||||||
100.0% - EverWest Property Services of Arizona, LLC | ||||||||||||||||||||||||||||||||
100.0% EverWest Real Estate Investors, LLC | ||||||||||||||||||||||||||||||||
100.0% EverWest Advisors, LLC | ||||||||||||||||||||||||||||||||
100.0% EverWest Advisors AZ, LLC | ||||||||||||||||||||||||||||||||
100.0% EW Manager LLC | ||||||||||||||||||||||||||||||||
100.0% - RA Real Estate Inc. | ||||||||||||||||||||||||||||||||
0.1% - RMA Real Estate LP (69.9% owned by The Great-West Life Assurance Company, 30.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
100% - RMA Properties Ltd. | ||||||||||||||||||||||||||||||||
100% - RMA Properties (Riverside) Ltd. | ||||||||||||||||||||||||||||||||
100% - S-8025 Holdings Ltd. | ||||||||||||||||||||||||||||||||
100.0% - Vertica Resident Services Inc. | ||||||||||||||||||||||||||||||||
100.0% - 2278372 Ontario Inc. | ||||||||||||||||||||||||||||||||
12.5% - 555 Robson Holding Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
100.0% - GLC Asset Management Group Ltd. | ||||||||||||||||||||||||||||||||
100.0% - 200 Graham Ltd. | ||||||||||||||||||||||||||||||||
100.0% - 801611 Ontario Limited | ||||||||||||||||||||||||||||||||
100.0% - 1213763 Ontario Inc. | ||||||||||||||||||||||||||||||||
99.99% - Riverside II Limited Partnership (0.01% owned by 2024071 Ontario Limited) | ||||||||||||||||||||||||||||||||
70.0% - Kings Cross Shopping Centre Ltd. (30% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
100.0% - 681348 Alberta Ltd. | ||||||||||||||||||||||||||||||||
50.0% - 3352200 Canada Inc. | ||||||||||||||||||||||||||||||||
100.0% - 1420731 Ontario Limited | ||||||||||||||||||||||||||||||||
60.0% - Great-West Lifeco Finance (Delaware) LLC (40.0% owned by Great-West Lifeco Finance (Delaware) LP) | ||||||||||||||||||||||||||||||||
100.0% - 1455250 Ontario Limited | ||||||||||||||||||||||||||||||||
100.0% - CGWLL Inc. | ||||||||||||||||||||||||||||||||
100.0% - 2020917 Alberta Ltd. | ||||||||||||||||||||||||||||||||
55.0% - Great-West Investor Holdco Inc. (23% owned by GWL THL Private Equity I Inc., 22% owned by The Canada Life Assurance Company) | ||||||||||||||||||||||||||||||||
26.0% - 2148902 Alberta Ltd. (53% owned by London Life Insurance Company, 16% owned by The Canada Life Insurance Company of Canada and 5% owned by The Canada Life Assurance Company) | ||||||||||||||||||||||||||||||||
20.0% - 2157113 Alberta Ltd. (40% owned by London Life Insurance Company, 30% owned by The Canada Life Insurance Company of Canada and 10% owned by The Canada Life Assurance Company) | ||||||||||||||||||||||||||||||||
65.0% - The Walmer Road Limited Partnership (35.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
50.0% - Laurier House Apartments Limited (50.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
50.0% - Marine Promenade Properties Inc. (50.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
100.0% - 2024071 Ontario Limited | ||||||||||||||||||||||||||||||||
100.0% - 431687 Ontario Limited | ||||||||||||||||||||||||||||||||
0.01% - Riverside II Limited Partnership (99.99% owned by 1213763 Ontario Inc.) | ||||||||||||||||||||||||||||||||
100.0% - High Park Bayview Inc. |
0.001% - High Park Bayview Limited Partnership | ||||||||||||||||||||||||||||||||
75.0% - High Park Bayview Limited Partnership (25.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
5.6% - MAM Holdings Inc. (94.4% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
100% - Mountain Asset Management LLC | ||||||||||||||||||||||||||||||||
70.0% - TGS North American Real Estate Investment Trust (30% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
100.0% - TGS Trust | ||||||||||||||||||||||||||||||||
70.0% - RMA Realty Holdings Corporation Ltd. (30.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
100.0% - 1995709 Alberta Ltd. | ||||||||||||||||||||||||||||||||
100.0% - RMA (U.S.) Realty LLC (Delaware) (special shares held by 1995709 Alberta Ltd. | ||||||||||||||||||||||||||||||||
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.) | ||||||||||||||||||||||||||||||||
69.9% - RMA Real Estate LP (30.0% owned by London Life Insurance Company; 0.1% owned by RA Real Estate Inc.) | ||||||||||||||||||||||||||||||||
100.0% - RMA Properties Ltd. | ||||||||||||||||||||||||||||||||
100.0% - S-8025 Holdings Ltd. | ||||||||||||||||||||||||||||||||
100.0% - RMA Properties (Riverside) Ltd. | ||||||||||||||||||||||||||||||||
70.0% - KS Village (Millstream) Inc. (30.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
70.0% - 0726861 B.C. Ltd. (30.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
70.0% - Trop Beau Developments Limited (30.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
70.0% - Kelowna Central Park Properties Ltd. (30.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
70.0% - Kelowna Central Park Phase II Properties Ltd. (30.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
12.5% - Vaudreuil Shopping Centres Limited (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
70.0% - Saskatoon West Shopping Centres Limited (30.0% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
12.5% - 2331777 Ontario Ltd. (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
12.5% - 2344701 Ontario Ltd. (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
12.5% - 2356720 Ontario Ltd. (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
12.5% - 0977221 B.C. Ltd. (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
12.5% - 555 Robson Holding Ltd. ((75% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
100.0% - 7419521 Manitoba Ltd. | ||||||||||||||||||||||||||||||||
0.04% - 7420928 Manitoba Limited Partnership (24.99% owned each by The Great-West Life Assurance Company, London Life Insurance Company, The Canada Life Assurance Company and The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
100.0% - 7419539 Manitoba 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) | ||||||||||||||||||||||||||||||||
100.0% - 1542775 Alberta Ltd. | ||||||||||||||||||||||||||||||||
100.0% - 0813212 B.C. Ltd. | ||||||||||||||||||||||||||||||||
30.0% - Kings Cross Shopping Centre Ltd. (70% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
30.0% - 0726861 B.C. Ltd. (70% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
30.0% - TGS North American Real Estate Investment Trust (70% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - TGS Trust | ||||||||||||||||||||||||||||||||
30.0% - RMA Realty Holdings Corporation Ltd. (70% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - 1995709 Alberta Ltd. | ||||||||||||||||||||||||||||||||
100.0% - RMA (U.S.) Realty LLC (Delaware) (special shares held by 1995709 Alberta Ltd.) | ||||||||||||||||||||||||||||||||
100.0% - RMA American Realty Corp. | ||||||||||||||||||||||||||||||||
1.0% - 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.) |
30.0% - RMA Real Estate LP (69.9% owned by The Great-West Life Assurance Company; 0.1% owned by RA Real Estate Inc.) | ||||||||||||||||||||||||||||||||
100.0% - RMA Properties Ltd. | ||||||||||||||||||||||||||||||||
100.0% - S-8025 Holdings Ltd. | ||||||||||||||||||||||||||||||||
100.0% - RMA Properties (Riverside) Ltd. | ||||||||||||||||||||||||||||||||
100.0% - 1319399 Ontario Inc. | ||||||||||||||||||||||||||||||||
24.99% - 7420928 Manitoba Limited Partnership (24.99% limited partner interest each held by The Great-West Life Assurance Company, The Canada Life Assurance Company and The Canada Life Insurance Company of Canada; 7419521 Manitoba Ltd. holds 0.04% interest) | ||||||||||||||||||||||||||||||||
50.0% - Laurier House Apartments Limited (50.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
50.0% - Marine Promenade Properties Inc. (50.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
30.0% - Kelowna Central Park Properties Ltd. (70.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
30.0% - Kelowna Central Park Phase II Properties Ltd. (70.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
30.0% - Trop Beau Developments Limited (70.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
53.0% - 2148902 Alberta Ltd. (26% owned by the Great-West Life & Annuity Insurance Company, 16% owned by the Canada Life Insurance Company of Canada and 5% owned by the Canada Life Assurance Company) | ||||||||||||||||||||||||||||||||
40.0% - 2157113 Alberta Ltd. (20% owned by the Great-West Life & Annuity Insurance Company, 30% owned by the Canada Life Insurance Company of Canada and 10% owned by the Canada Life Assurance Company) | ||||||||||||||||||||||||||||||||
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 (65.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
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 (75.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
30.0% - KS Village (Millstream) Inc. (70.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - London Life Financial Corporation | ||||||||||||||||||||||||||||||||
73.57% - London Reinsurance Group, Inc. (26.43% owned by London Life Insurance Company) | ||||||||||||||||||||||||||||||||
100.0% - London Life and 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) | ||||||||||||||||||||||||||||||||
75.0% - Vaudreuil Shopping Centres Limited (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
26.43% - London Reinsurance Group Inc. (73.57% owned by London Life Financial Corporation) | ||||||||||||||||||||||||||||||||
30.0% - Saskatoon West Shopping Centres Limited (70.0% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
75.0% - 2331777 Ontario Ltd. (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
75.0% - 2344701 Ontario Ltd. (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
75.0% - 2356720 Ontario Ltd. (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
75.0% - 0977221 B.C. Ltd. (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
100.0% - Financial Horizons Group Inc. | ||||||||||||||||||||||||||||||||
100.0% - Financial Horizons Incorporated | ||||||||||||||||||||||||||||||||
100.0% - 9099-1696 Quebec Inc. |
100.0% - Continuum Financial Centres Inc. | ||||||||||||||||||||||||||||||||
100.0% - Excel Private Wealth Inc. | ||||||||||||||||||||||||||||||||
100.0% - Odyssey Financial Group Inc./Groupe Odyssee Inc. | ||||||||||||||||||||||||||||||||
100.0% - Henderson GP ULC | ||||||||||||||||||||||||||||||||
0.01% - Henderson Structured Settlements LP (99.9% held by Financial Horizons Incorporated) | ||||||||||||||||||||||||||||||||
99.9% - Henderson Structures Settlements LP (0.01% held by Henderson GP ULC) | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Financial Corporation | ||||||||||||||||||||||||||||||||
100.0% - The Canada Life Assurance Company (Fed ID # 38-0397420, NAIC # 80659, MI) | ||||||||||||||||||||||||||||||||
24.99% - 7420928 Manitoba Limited Partnership (24.99% limited partner interest held by The Great-West Life Assurance Company, London Life Insurance Company and the Canada Life Insurance Company of Canada; 7419521 Manitoba Ltd. holds 0.04% interest) | ||||||||||||||||||||||||||||||||
5.0% - 2148902 Alberta Ltd. (53% owned by London Life Insurance Company, 26% by The Great-West Life Assurance Company and 16% by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
10.0% - 2157113 Alberta Ltd. (40% owned by London Life Insurance Company, 20% by The Great-West Life Assurance Company and 30% by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Capital Corporation, Inc. | ||||||||||||||||||||||||||||||||
100.0% - Canada Life International Holdings Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Annuity Reinsurance (Barbados) Corporation | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Group Holdings Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life International Services Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life International Limited | ||||||||||||||||||||||||||||||||
100.0% - CLI Institutional Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Reinsurance International Ltd. | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Reinsurance Ltd. | ||||||||||||||||||||||||||||||||
100.0% - The Canada Life Group (U.K.) Limited | ||||||||||||||||||||||||||||||||
80.0% - Canada Life International Assurance (Ireland) Designated Activity Company (20.0% owned by CL Abbey Limited) | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Irish Holding Company Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Group Services Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Europe Investment Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Europe Management Services Limited | ||||||||||||||||||||||||||||||||
21.33% - Canada Life Assurance Europe Limited (78.67% owned by Canada Life Europe Investment Limited) | ||||||||||||||||||||||||||||||||
78.67% - Canada Life Assurance Europe Limited (21.33% owned by Canada Life Europe Management Services Limited) | ||||||||||||||||||||||||||||||||
100.0% - London Life and General Reinsurance dac | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Dublin dac | ||||||||||||||||||||||||||||||||
100.0% -CL Abbey Limited | ||||||||||||||||||||||||||||||||
20.0% - Canada Life International Assurance (Ireland) Designated Activity Company (80.0% owned by The Canada Life Group (U.K.) Limited) | ||||||||||||||||||||||||||||||||
100.0% - Irish Life Investment Managers Limited | ||||||||||||||||||||||||||||||||
100.0% - Summit Asset Managers Limited | ||||||||||||||||||||||||||||||||
7.0% - Irish Association of Investment Managers CLG | ||||||||||||||||||||||||||||||||
100.0% - Setanta Asset Management Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Pension Managers & Trustees Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Asset Management Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life European Real Estate Limited | ||||||||||||||||||||||||||||||||
100.0% - Hotel Operations (Walsall) Limited | ||||||||||||||||||||||||||||||||
100.0% - Hotel Operations (Cardiff) Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Trustee Services (U.K.) Limited |
100.0% - CLFIS (U.K.) Limited | ||||||||||||||||||||||||||||||||
100.0% - MGM Advantage Holdings Limited | ||||||||||||||||||||||||||||||||
100.0% - Stonehaven UK Limited | ||||||||||||||||||||||||||||||||
100.0% - MGM Advantage Services Limited | ||||||||||||||||||||||||||||||||
100.0% - MGM Advantage Life Limited | ||||||||||||||||||||||||||||||||
100.0% - MGM Advantage Life Trustee Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Limited | ||||||||||||||||||||||||||||||||
26.0% - ETC Hobley Drive Management Company Limited | ||||||||||||||||||||||||||||||||
100.0% - Synergy Sunrise (Wellington Row) Limited | ||||||||||||||||||||||||||||||||
76.0% - Radial Park Management 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% - Irish Life Group Limited | ||||||||||||||||||||||||||||||||
100.0% - Irish Life Health dac | ||||||||||||||||||||||||||||||||
100.0% - Irish Progressive Services International Ltd | ||||||||||||||||||||||||||||||||
100.0% - Irish Life Group Services Limited | ||||||||||||||||||||||||||||||||
100.0% - Irish Life Financial Services Ltd. | ||||||||||||||||||||||||||||||||
100.0% - Glohealth Financial Services Limited | ||||||||||||||||||||||||||||||||
49.0% - Affinity First Limited (51.0% interest unknown) | ||||||||||||||||||||||||||||||||
100.0% - Vestone Ltd. | ||||||||||||||||||||||||||||||||
100.0% - Cornmarket Group Financial Services Limited | ||||||||||||||||||||||||||||||||
100.0% - Cornmarket Insurance Services Limited | ||||||||||||||||||||||||||||||||
25.0% EIS Financial Services Limited (75.0% interest unknown) | ||||||||||||||||||||||||||||||||
100.0% - Cornmarket Retail Trading Ltd. | ||||||||||||||||||||||||||||||||
100.0% - Penpro Limited | ||||||||||||||||||||||||||||||||
100.0% - Irish Life Associate Holdings Unlimited Company | ||||||||||||||||||||||||||||||||
100.0% - Irish Life Irish Holdings Unlimited Company | ||||||||||||||||||||||||||||||||
75.0% - 1939 ILIV Consulting Limited | ||||||||||||||||||||||||||||||||
100.0% - Invesco Limited | ||||||||||||||||||||||||||||||||
100.0% - Invesco Trustee DAC | ||||||||||||||||||||||||||||||||
100.0% - ILP Pension Trustees DAC | ||||||||||||||||||||||||||||||||
100.0% - Irish Life Assurance plc. | ||||||||||||||||||||||||||||||||
100.0% - Ilona Financial Group, Inc. | ||||||||||||||||||||||||||||||||
100.0% - Irish Life Trustee Services Limited | ||||||||||||||||||||||||||||||||
100.0% - Office Park De Mont-St-Guibert A S.A. | ||||||||||||||||||||||||||||||||
100.0% - Office Park De Mont-St-Guibert B S.A. | ||||||||||||||||||||||||||||||||
100.0% - Office Park De Mont-St-Guibert C S.A. | ||||||||||||||||||||||||||||||||
100.0% - Stephen Court Limited | ||||||||||||||||||||||||||||||||
100.0% - Tredwell Associates Limited | ||||||||||||||||||||||||||||||||
100.0% - (2,3&4) Basement Company Limited |
66.66% - City Gate Park Administration Limited | ||||||||||||||||||||||||||||||||
51.0% - SJRQ Riverside IV Management Company Ltd. | ||||||||||||||||||||||||||||||||
50.0% - Hollins Clough Management Company Ltd. | ||||||||||||||||||||||||||||||||
50.0% - Dakline Company Ltd. | ||||||||||||||||||||||||||||||||
20.0% - Choralli Limited | ||||||||||||||||||||||||||||||||
14.0% - Baggot Court Management Limited | ||||||||||||||||||||||||||||||||
5.5% - Padamul Ltd. | ||||||||||||||||||||||||||||||||
18.2143% - Tour Esplanade (Paris) LP | ||||||||||||||||||||||||||||||||
100.0% - 4073649 Canada, Inc. | ||||||||||||||||||||||||||||||||
100.0% - CL Luxembourg Capital Management S.á.r.l. | ||||||||||||||||||||||||||||||||
100.0% - Canada Life France (U.K.) Limited | ||||||||||||||||||||||||||||||||
100.0% - 8478163 Canada Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Capital Bermuda Limited | ||||||||||||||||||||||||||||||||
100.0% - 9983813 Canada Inc. | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Capital Bermuda III Limited | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Capital Bermuda II Limited | ||||||||||||||||||||||||||||||||
22.0% - Great-West Investors Holdco Inc. (23% owned by GWL THL I Private Equity I Inc., 55% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - CL 22 Chapel GP Inc. | ||||||||||||||||||||||||||||||||
0.001% - CL 22 Chapel LP (99.99% owned by The Canada Life Assurance Company) | ||||||||||||||||||||||||||||||||
99.99% - CL 22 Chapel GP (0.001%owned by CL 22 Chapel GP Inc.) | ||||||||||||||||||||||||||||||||
100.0% - The Canada Life Insurance Company of Canada | ||||||||||||||||||||||||||||||||
24.99% - 7420928 Manitoba limited Partnership (24.99% limited partner interest held by The Great-West Life Assurance Company, London Life Insurance Company and The Canada Life Assurance Company; 7419521 Manitoba Ltd. holds 0.04% interest) | ||||||||||||||||||||||||||||||||
100.0% - 6855572 Manitoba Ltd. | ||||||||||||||||||||||||||||||||
94.4% - MAM Holdings Inc. (5.6% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - Mountain Asset Management LLC | ||||||||||||||||||||||||||||||||
12.5% - 2331777 Ontario Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
12.5% - 2344701 Ontario Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
12.5% - Vaudreuil Shopping Centres Limited (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
12.5% - 2356720 Ontario Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
12.5% - 0977221 B.C. Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
12.5% - 555 Robson Holding Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
58.8% - GWL THL Private Equity I Inc. (11.8% The Canada Life Assurance Company, 29.4% The Great-West Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - GWL THL Private Equity II Inc. | ||||||||||||||||||||||||||||||||
16.0% - 2148902 Alberta Ltd. (53% owned by London Life Insurance Company, 26% by The Great-West Life Assurance Company and 5% by The Canada Life Assurance Company) | ||||||||||||||||||||||||||||||||
30.0% - 2157113 Alberta Ltd (40% owned by London Life Insurance Company, 20% by The Great-West Life Assurance Company and 10% by The Canada Life Assurance Company) | ||||||||||||||||||||||||||||||||
100.0% - Great-West Investors Holdco Inc. | ||||||||||||||||||||||||||||||||
100.0% - Great-West Investors LLC | ||||||||||||||||||||||||||||||||
100.0% - Great-West Investors LP Inc. | ||||||||||||||||||||||||||||||||
99.0% - Great-West Investors LP (1.0% owned by Great-West Investors GP Inc.) | ||||||||||||||||||||||||||||||||
100.0% - T.H. Lee Interests | ||||||||||||||||||||||||||||||||
100.0% - Great-West Investors GP Inc. | ||||||||||||||||||||||||||||||||
1.0% - Great-West Investors LP (99.0% Great-West Investors LP Inc.) | ||||||||||||||||||||||||||||||||
100.0% - T.H. Lee Interests |
100.0% - CL Capital Management (Canada), Inc. | ||||||||||||||||||||||||||||||||
100.0% - 587443 Ontario Inc. | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Mortgage Services Ltd. | ||||||||||||||||||||||||||||||||
11.8% - GWL THL Private Equity I Inc. (29.4% owned by The Great-West Life Assurance Company, 58.8% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||
99.0% - Great-West Investors LP (1.0% owned by Great-West Investors GP Inc.) | ||||||||||||||||||||||||||||||||
100% - T.H. Lee Interests | ||||||||||||||||||||||||||||||||
100.0% - Great-West Investors GP Inc. | ||||||||||||||||||||||||||||||||
1.0% - Great-West Investors LP (99.0% Great-West Investors LP Inc.) | ||||||||||||||||||||||||||||||||
100.0% - T.H. Lee Interests | ||||||||||||||||||||||||||||||||
100.0% - Canada Life Capital Trust | ||||||||||||||||||||||||||||||||
100.0% - Great-West US RE Holdings, Inc. | ||||||||||||||||||||||||||||||||
100.0% - CL Burlingame, LLC | ||||||||||||||||||||||||||||||||
10.0% - PGEW Burlingame, LLC | ||||||||||||||||||||||||||||||||
100.0% - EW PG – Airport Owner, LLC |
D. | IGM Financial Inc. Group of Companies (Canadian mutual funds) |
Power Corporation of Canada | |||||||||
100.0% - 171263 Canada Inc. | |||||||||
65.515% - Power Financial Corporation | |||||||||
61.412% - IGM Financial Inc. (direct and indirect 65.246%) | |||||||||
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% - I.G. Insurance Services Inc. | |||||||||
100.0% - Investors Syndicate Limited | |||||||||
100.0% - Investors Group Securities Inc. | |||||||||
100.0% - 6460675 Manitoba Ltd. | |||||||||
100.0% - I.G. Investment Management, Ltd. | |||||||||
100.0% - Investors Group Corporate Class Inc. | |||||||||
100.0% - Investors Syndicate Property Corp. | |||||||||
100.0% - 0992480 B.C. Ltd. | |||||||||
100.0% - 1081605 B.C. Ltd. | |||||||||
100.0% - I.G. Investment Corp. | |||||||||
100.0% - 10206903 Canada Inc. | |||||||||
100.0% - Mackenzie Inc. | |||||||||
100.0% - Mackenzie Financial Corporation | |||||||||
100.0% - Mackenzie Investments Charitable Foundation | |||||||||
14.28% - Strategic Charitable Giving Foundation | |||||||||
100.0% - Mackenzie Cundill Investment Management (Bermuda) Ltd. |
100.0% - Mackenzie Financial Capital Corporation | |||||||||
100.0% - Multi-Class Investment Corp. | |||||||||
100.0% - MMLP GP Inc. | |||||||||
100.0% - Mackenzie Investments Corporation | |||||||||
100.0% - Mackenzie U.S. Fund Management Inc. | |||||||||
100.0% - MGELS Fund Management (Canada) Ltd. | |||||||||
13.9% - China Asset Management Co., Ltd. | |||||||||
100.0% - MGELS Fund Management (Cayman) Ltd. | |||||||||
100.0% - MGELS Investments Limited | |||||||||
100.0% - MEMLS Fund Management (Cayman) Ltd. | |||||||||
100.0% - Mackenzie EM Funds Management (Cayman) Ltd. | |||||||||
100.0% - Investment Planning Counsel Inc. | |||||||||
100.0% - IPC Investment Corporation | |||||||||
100.0% - IPC Estate Services Inc. | |||||||||
100.0% - IPC Securities Corporation | |||||||||
100.0% - Counsel Portfolio Services Inc. | |||||||||
100.0% - Counsel Portfolio Corporation | |||||||||
18.5% - Portag3 Ventures LP | |||||||||
26.79% - Springboard LP | |||||||||
53.0% - Springboard LP | |||||||||
83.2% - WealthSimple Financial Corp. | |||||||||
29.3% - Springboard II LP | |||||||||
19.8% - Personal Capital Corporation | |||||||||
33.3% - Portag3 Ventures II Affiliates LP | |||||||||
46.96% - Portag3 ventures II LP |
E. | Pargesa Holding SA Group of Companies (European investments) |
Power Corporation of Canada | ||||||||||||||||
100.0% - 171263 Canada Inc. | ||||||||||||||||
65.515% - Power Financial Corporation | ||||||||||||||||
100.0% - Power Financial Europe B.V. | ||||||||||||||||
50.0% - Parjointco N.V. | ||||||||||||||||
75.4% - Pargesa Holding SA (55.5% capital) | ||||||||||||||||
100.0% - Pargesa Netherlands B.V. | ||||||||||||||||
100.0% - SFPG | ||||||||||||||||
50.83% (taking into account the treasury shares - Groupe Bruxelles Lambert (50.0% in capital) | ||||||||||||||||
Capital | ||||||||||||||||
11.8% - Pernod Ricard (7.5% in capital) | ||||||||||||||||
17.6% - Umicore | ||||||||||||||||
19.8% - Ontex | ||||||||||||||||
0.4% - LTI One SA | ||||||||||||||||
96.5% - FINPAR II SA | ||||||||||||||||
0.1% - Groupe Bruxelles Lambert | ||||||||||||||||
0.1% - Ontex | ||||||||||||||||
90.2% - FINPAR III SA | ||||||||||||||||
0.1% - Groupe Bruxelles Lamber |
0.1% - GEA | ||||||||||||||||
1.2% - Sagerpar SA | ||||||||||||||||
100.0% - Belgian Securities BV | ||||||||||||||||
Capital | ||||||||||||||||
67.5% - Imerys (53.8% in capital) | ||||||||||||||||
100.0% - Brussels Securities SA | ||||||||||||||||
Capital | ||||||||||||||||
99.6% - LTI One SA | ||||||||||||||||
0.1% - Groupe Bruxelles Lambert | ||||||||||||||||
100.0% - LTI Two SA | ||||||||||||||||
0.1% - Groupe Bruxelles Lambert | ||||||||||||||||
0.1% - Umicore | ||||||||||||||||
100.0% - URDAC SA | ||||||||||||||||
0.1% - Groupe Bruxelles Lambert | ||||||||||||||||
100.0% - FINPAR SA | ||||||||||||||||
0.1% - Groupe Bruxelles Lambert | ||||||||||||||||
98.8% - Sagerpar SA | ||||||||||||||||
1.0% - Groupe Bruxelles Lambert | ||||||||||||||||
10.0% - GBL Participations SA | ||||||||||||||||
10.0% - Brussels Advisors SA | ||||||||||||||||
100.0% - GBL O | ||||||||||||||||
90.0% - GBL Participations SA | ||||||||||||||||
90.0% - Brussels Advisors SA | ||||||||||||||||
100.0% - GBL Advisors Limited | ||||||||||||||||
5.4% - FINPAR III SA | ||||||||||||||||
100.0% - GBL Development Limited | ||||||||||||||||
100.0% - GBL Verwaltung SA. | ||||||||||||||||
Capital | ||||||||||||||||
100.0% - GBL Investments Limited | ||||||||||||||||
100.0% - GBL R S.á.r.l. | ||||||||||||||||
100.0% - GBL Energy S.á.r.l. | ||||||||||||||||
Capital | ||||||||||||||||
1.24% - Total (0.6% in capital) | ||||||||||||||||
100.0% - Serena S.á.r.l. | ||||||||||||||||
Capital | ||||||||||||||||
16.6% - SGS | ||||||||||||||||
100.0% - Eliott Capital S.á.r.l. | ||||||||||||||||
Capital | ||||||||||||||||
9.4% - LafargeHolcim | ||||||||||||||||
100.0% - Sienna Capital S.á.r.l | ||||||||||||||||
Capital | ||||||||||||||||
10.8% - Sagard FCPR | ||||||||||||||||
0.3% - Sagard II A FPCI | ||||||||||||||||
75.0% - Sagard II B FPCI | ||||||||||||||||
26.9% - Sagard 3 Millésime 1 FPCI | ||||||||||||||||
29.6% - Kartesia Credit Opportunities III SCA, SICAV-SIF | ||||||||||||||||
17.2% - Kartesia Credit Opportunities IV SCS |
22.2% - Kartesia Management SA | ||||||||||||||||
50.0% - Ergon Capital Partners SA | ||||||||||||||||
42.4% - Ergon Capital Partners II SA | ||||||||||||||||
89.9% - Ergon Capital Partners III SA | ||||||||||||||||
15.1% - Mérieux Participations SAS | ||||||||||||||||
37.7% - Mérieux Participations 2 SAS | ||||||||||||||||
78.4% - PrimeStone Capital Fund ICAV | ||||||||||||||||
1.7% - PrimeStone Capital Special Limited Partner SCSp | ||||||||||||||||
9.8% - BDT Capital Partners Fund II (INT),L.P. | ||||||||||||||||
48.6% - Backed 1 LP | ||||||||||||||||
9.6% - Backed 1 Founder LP | ||||||||||||||||
100.0% - Sienna Capital International Ltd. | ||||||||||||||||
34.9% - KKR Sigma Co-Invest II L.P. | ||||||||||||||||
100.0% - GBL Finance S.á.r.l | ||||||||||||||||
100.0% - Miles Capital S.á.r.l | ||||||||||||||||
Capital | ||||||||||||||||
21.2% - Parques Reunidos | ||||||||||||||||
100.0% - Oliver Capital S.á.r.l | ||||||||||||||||
Capital | ||||||||||||||||
8.4% - GEA | ||||||||||||||||
100.0% - Theo Capital S.á.r.l | ||||||||||||||||
Capital | ||||||||||||||||
7.8% - adidas | ||||||||||||||||
100.0% - Owen Capital S.á.r.l | ||||||||||||||||
3.5% - FINPAR II SA | ||||||||||||||||
4.4% - FINPAR III SA |
F. | 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 | |||
0.1% - Power Pacific Equities Limited | |||
99.9% - Power Pacific Equities Limited | |||
100.0% - Power Communications Inc. | |||
0.1% - Power Pacific Corporation Limited | |||
13.9% - China Asset Management Limited | |||
100.0% - Power Pacific Investment Management Inc. | |||
100.0% - Sagard China Absolute Return A Share Fund (Canada) GP Inc. | |||
100.0% - GP interest in Sagard China Absolute Return A Share Fund (Canada) LP | |||
100.0% - Power Pacific Investment Management (Ireland) Limited |
G. | Other PCC Companies |
Power Corporation of Canada | ||||||||
100.0% - 152245 Canada Inc. | ||||||||
100.0% - 3540529 Canada Inc. |
100.0% - Square Victoria Real Estate Inc./ Square Victoria Immobilier Inc. | ||||||||
100.0% - SVRE Management Inc. | ||||||||
70.0% - 7 Saint-Jacques GP Inc. | ||||||||
0.01% 7 Saint-Jacques Limited Partnership | ||||||||
49.99% - 7 Saint-Jacques Limited Partnership | ||||||||
100.0% - 3121011 Canada Inc. | ||||||||
100.0% - 171263 Canada Inc. | ||||||||
100.0% - Victoria Square Ventures Inc. | ||||||||
14.88% - Bellus Health Inc. | ||||||||
25.0% (voting) - 9314-0093 Québec Inc. (formerly Club de Hockey Les Remparts de Québec Inc.) | ||||||||
100.0% - Power Energy Corporation | ||||||||
100.0% - Potentia Renewables Inc. | ||||||||
64.0% - Potentia MN Solar Fund I, LLC | ||||||||
75.0% - Paintearth Wind Project LP | ||||||||
75.0% - Stirling Wind Project LP | ||||||||
75.0% - Wheatland Wind Project LP | ||||||||
100.0% - Emerald Solar Energy, SRL | ||||||||
100.0% - Jenner Wind Limited Partnership | ||||||||
100.0% - Power Renewable Energy Corporation | ||||||||
100.0% - Sequoia Energy Inc. | ||||||||
100.0% - Sequoia Energy US Inc. | ||||||||
100.0% - Potentia Solar Holdings II Limited Partnership | ||||||||
100.0% - Potentia Solar Holdings Limited Partnership | ||||||||
100.0% - Schooltop Solar LP | ||||||||
85.0% - Reliant First Nations LP | ||||||||
100.0% - PSI Solar Finance 1 LP | ||||||||
100.0% MOM Solar LP | ||||||||
100.0% - Potentia Solar 5 LP | ||||||||
100.0% - Potentia Solar 6 LP | ||||||||
100.0% - Potentia Solar 7 LP | ||||||||
100.0% - Potentia Solar 9 LP | ||||||||
100.0% - Potentia Solar 14 LP | ||||||||
100.0% - Power Energy Eagle Creek Inc. | ||||||||
60.0% - Power Energy Eagle Creek LLP | ||||||||
54.8% - Eagle Creek Renewable Energy, LLC | ||||||||
60.51% - Lumenpulse Group Inc. | ||||||||
100.0% - Lumenpulse Finance Corp. | ||||||||
100.0% - Lumenpulse Lighting Corp. | ||||||||
80.0% - Sternberg Lanterns, Inc. | ||||||||
100.0% - Fluxwerx Illumination Inc. | ||||||||
100.0% - Exenia s.r.l. | ||||||||
100.0% - Lumenpulse UK Limited | ||||||||
100.0% - Lumenpulse Alphaled Limited | ||||||||
43.8% - The Lion Electric Company | ||||||||
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% - 9808655 Canada Inc. | ||||||||
100.0% - 9958363 Canada Inc. | ||||||||
100.0% - Sagard Holdings Participation US LP | ||||||||
25.0% - Sagard Holdings ULC | ||||||||
100.0% - Sagard Holdings Participation Inc. | ||||||||
100.0% - Sagard Credit Partners GP, Inc. | ||||||||
100.0% - Sagard Credit Partners, LP | ||||||||
100.0% - Sagard Holdings Manager GP Inc. | ||||||||
100.0% - Sagard Holdings Manager LP | ||||||||
100.0% - Sagard Credit Partners (Cayman) GP, Inc. | ||||||||
100.0% - Sagard Credit Partners (Cayman), LP | ||||||||
100.0% - Portag3 ventures II GP Inc. | ||||||||
100.0% - Portage3 Ventures II LP | ||||||||
75.0% - Sagard Holdings ULC | ||||||||
4.0% - 1069759 B.C. Unlimited Liability Company | ||||||||
17.96% - Sagard Credit Partners, LP | ||||||||
100.0% - Sagard Credit Partners Carried Interest GP Inc. | ||||||||
100.0% - Sagard Credit Partners Carried Interest LP | ||||||||
100.0% - Sagard Capital Partners GP, Inc. | ||||||||
100.0% - Sagard Capital Partners, L.P. | ||||||||
22.0% - GP Strategies Corp. | ||||||||
11.9% - Jaguar Health Inc. | ||||||||
96.0% - 1069759 B.C. Unlimited Liability Company | ||||||||
91.6 % - Integrated Fertility Holding, LLC. | ||||||||
50.0% - Peak Achievement Athletics Inc. (42.58% equity) | ||||||||
100.0% - 10094439 Canada Inc. | ||||||||
100.0% - 10094455 Canada Inc. | ||||||||
100.0% - Limited Partnership Interests in Peak Management Participation LP | ||||||||
100.0% - 1167410 B.C. Unlimited Liability Company | ||||||||
100.0% - General Partnership Interests in Peak Management Participation LP | ||||||||
100.0% - Limited Partnership Interests in Peak Holdings LP | ||||||||
100.0% - 1167387 B.C. Unlimited Liability Company | ||||||||
100.0% - General Partnership Interests in Peak Holdings LP | ||||||||
100.0% - Bauer Hockey Ltd. | ||||||||
100.0% - Bauer Innovations Canada Ltd. | ||||||||
100.0% - Bauer Hockey AB | ||||||||
100.0% - Bauer Hockey GmbH | ||||||||
100.0% - Performance Sports Group Hong Kong Ltd. | ||||||||
100.0% - Jacmal BV | ||||||||
100.0% - Bauer CR spol s.r.o. | ||||||||
100.0% - BCE Acquisitions US, Inc. | ||||||||
100.0% - Bauer Innovations US, LLC | ||||||||
100.0% - Easton Diamond Sports, LLC | ||||||||
100.0% - Bauer Hockey LLC | ||||||||
100.0% - Cascade Maverik Lacrosse, LLC | ||||||||
100.0% - Bauer Hockey Retail, LLC |
100.0% - Power Corporation of Canada Inc. | ||||||||
100.0% - 4190297 Canada Inc. | ||||||||
100.0% - Sagard Capital Partners Management Corp. | ||||||||
100.0% - Sagard S.A.S. | ||||||||
100.0% - Marquette Communications (1997) Corporation | ||||||||
100.0% - 4507037 Canada Inc. | ||||||||
100.0% - 4524781 Canada Inc. | ||||||||
100.0% - 4524799 Canada Inc. | ||||||||
100.0% - 4524802 Canada Inc. | ||||||||
100.0% - Squart Victoria Communications Group Inc. | ||||||||
100.0% - Gesca Ltee | ||||||||
100.0% Gestion Gesca Inc. | ||||||||
100.0% - 10206911 Canada Inc. | ||||||||
100.0% - Gesca Numerigue Inc. | ||||||||
100.0% - 10206938 Canada Inc. | ||||||||
100.0% - 9214470 Canada Inc. | ||||||||
100.0% - 10322105 Canada Inc. | ||||||||
100.0% - Square Victoria Digital Properties Inc. | ||||||||
100.0% Les Editions Plus Ltee | ||||||||
100.0% - 10206920 Canada Inc. | ||||||||
50.0% - 1004096 Canada Inc. (“workopolis”) | ||||||||
100.0% - 10322091 Canada Inc. |
H. | Other PFC Companies |
Power Financial Corporation | ||||
100.0% - 4400003 Canada Inc. | ||||
100.0% - 3411893 Canada Inc. | ||||
100.0% - 3439453 Canada Inc. | ||||
100.0% - Power Financial Capital Corporation | ||||
100.0% - 7973594 Canada Inc. | ||||
100.0% - 7973683 Canada Inc. | ||||
100.0% - 7974019 Canada Inc. | ||||
19.65% - Springboard L.P. | ||||
83.2% - WealthSimple Financial Corp. (81.7% equity) | ||||
100.0% - Wealthsimple Inc. | ||||
100.0% - Canadian ShareOwner Investments Inc. | ||||
100.0% - CSA Computing Inc. | ||||
100.0% - Wealthsimple US, Inc. | ||||
100.0% - Wealthsimple Technologies, Inc. | ||||
100.0% - ShareOwner Mutual Fund Dealer Inc. | ||||
99.96% - Wealthsimple Europe S.a.r.l | ||||
100.0% - Wealthsimple UK Ltd. | ||||
100.0% - Wealthsimple Germany GmbH | ||||
100.0% - Wealthsimple Technologies Europe Ltd. | ||||
29.3% - Springboard II LP | ||||
63.4% - Koho Financial Inc. |
100.0% - PFC Ventures Inc. | ||||
100.0% - Portag3 Ventures GP Inc. | ||||
100.0% - 9194649 Canada Inc. | ||||
100.0% - Portag3 Ventures Participation ULC | ||||
62.9% - Portag3 Ventures L.P. | ||||
100.0% - Portag3 International Investments Inc. | ||||
26.79% - Springboard L.P. | ||||
20.0% - 11066498 Canada Inc. | ||||
20.0% - 11066510 Canada Inc. | ||||
9.41% - Collage Inc. | ||||
4.44% - dfuse Platform Inc. (EOS Canada Inc.) | ||||
4.41% - Nesto Inc. | ||||
4.22% - Breathe Life Inc. | ||||
2.59% - Dialogue Technologies Inc. | ||||
12.02% - Springboard II LP | ||||
53.46% - Springboard III, LP | ||||
68.06% - Diagram Ventures, LP | ||||
80.0% - 11066498 Canada Inc. | ||||
80.0% - 11066510 Canada Inc. | ||||
40.78% - Collage Inc. | ||||
22.97% - Nesto Inc. | ||||
24.40% - Dialogue Technologies Inc. | ||||
26.66% - dfuse Platform Inc. (EOS Canada Inc.) | ||||
21.60% - Breathe Life Inc. | ||||
33.33% - Portag3 Ventures II Affiliates L.P. | ||||
46.96% - Portag3 ventures II L.P. | ||||
100.00% - Portag3 Ventures II International Investments Inc. | ||||
46.54% - Springboard III, LP. | ||||
6.57% - Dialogue Technologies Inc. | ||||
50.0% - Diagram Ventures GP Inc. (9629262 Canada Inc.) |
(1) | “Corporation” includes any domestic or foreign entity that is a predecessor of a 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 of an 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 deceased 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 a corporation and, when used with respect to a person other than a director as contemplated in section 7-109-107, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. “Official capacity” does not include service for any other domestic or foreign corporation or other person or employee benefit plan. |
(6) | “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding. |
(7) | “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. |
(1) | Except as provided in subsection (4) of this section, a corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if: | ||
(a) | The person’s conduct was in good faith; and |
(b) | The person reasonably believed: | ||
(I) | In the case of conduct in an official capacity with the corporation, that such conduct was in the corporation’s best interests; and | ||
(II) | In all other cases, that such 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 the person’s 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 requirement 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 paragraph (a) of subsection (1) of this section. | ||
(3) | The termination of a proceeding by judgment, order, settlement, 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 other 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 the director derived an improper personal benefit. | ||
(5) | Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. |
(1) | A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: | |
(a) | The director furnishes to the corporation a written affirmation of the director’s good-faith belief that the director has met the standard of conduct described in section 7-109-102; | |
(b) | The director furnishes to the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and | |
(c) | A determination is made that the facts then known to those making the determination would not preclude indemnification under this article. | |
(2) | The undertaking required by paragraph (b) of subsection (1) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. | |
(3) | Determinations and authorizations of payments under this section shall be made in the manner specified in section 7-109-106. |
(1) | Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner: | |
(a) | If it determines that 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 in section 7-109-102(4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification. |
(1) | A corporation may not indemnify a director under section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director 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 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 a committee cannot be established under paragraph (b) of subsection (2) of this section, or, even if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made: | |
(a) | By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or | |
(b) | By the shareholders. | |
(4) | Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel. |
(1) | Unless otherwise provided in the articles of incorporation: |
(a) | An officer is entitled to mandatory indemnification under section 7-109-103, and is entitled to apply for court-ordered indemnification under section 7-109-105, in each case to the same extent as a director; | |
(b) | A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director; and | |
(c) | A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract. |
(1) | A provision treating a corporation’s indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract, except 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 and 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 the director has not been made a named defendant or respondent in the proceeding. |
(a) | “expenses” means reasonable expenses incurred in a proceeding, including expenses of investigation and preparation, expenses in connection with an appearance as a witness, and fees and disbursement of counsel, accountants or other experts; | |
(b) | “liability” means an obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty or fine; | |
(c) | “party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding; |
(d) | “proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal. |
(a) | the person conducted himself or herself in good faith; and | |
(b) | the person reasonably believed that his or her conduct was in the corporation’s best interests; and | |
(c) | in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and | |
(d) | if the person is or was an employee of the corporation, the person acted in the ordinary course of the person’s employment with the corporation. |
(a) | the person is or was appointed to serve at the request of the corporation as a director, officer, trustee or employee of the other company or entity in accordance with Indemnification Procedures approved by the Board of Directors of the corporation; and | ||
(b) | with respect to the matter(s) giving rise to the proceeding: | ||
(i) | the person conducted himself or herself in good faith; and | ||
(ii) | the person reasonably believed that his or her conduct was at least not opposed to the corporation’s best interests (in the case of a trustee of one of the corporation’s staff benefits plans, this means that the person’s conduct was for a purpose the person reasonably believed to be in the interests of the plan participants); and | ||
(iii) | in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and | ||
(iv) | 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. |
(a) | GWFS Equities, Inc. (“GWFS”) is the distributor of securities of the Registrant. Including the Registrant, GWFS serves as distributor or principal underwriter for Great-West Funds, Inc., an open-end management investment company, Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company (“GWL&A”), Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York (“GWL&A NY”), Variable Annuity-2 Series Account of GWL&A, Variable Annuity-2 Series Account of GWL&A NY, Variable Annuity-8 Series Account of GWL&A, Variable Annuity-8 Series Account of GWL&ANY, COLI VUL-2 Series Account of GWL&A, COLI VUL-2 Series Account of GWL&A NY, COLI VUL-4 Series Account of GWL&A, FutureFunds Series Account of GWL&A, Maxim Series Account of GWL&A, Prestige Variable Life Account of GWL&A, and Trillium Variable Annuity Account of GWL&A. | |
(b) | Directors and Officers of GWFS: |
Name | Principal Business Address | Positions and Offices with Underwriter |
C.E. Waddell | 8515
East Orchard Road Greenwood Village, CO 80111 |
Chair, President, and Chief Executive Officer |
Name | Principal Business Address | Positions and Offices with Underwriter |
S.E. Jenks | 8515
East Orchard Road Greenwood Village, CO 80111 |
Director and Executive Vice President |
R.H. Linton, Jr. | 8515
East Orchard Road Greenwood Village, CO 80111 |
Director and Executive Vice President |
R.K. Shaw | 8515
East Orchard Road Greenwood Village, CO 80111 |
Executive Vice President |
R.J. Laeyendecker | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Vice President |
W.J. McDermott | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Vice President |
D.A. Morrison | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Vice President |
J.M. Smolen | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Vice President |
S.M. Gile | 8515
East Orchard Road Greenwood Village, CO 80111 |
Vice President |
R.L. Logsdon | 8515
East Orchard Road Greenwood Village, CO 80111 |
Vice President, Counsel, and Secretary |
R.M. Mattie | 8515
East Orchard Road Greenwood Village, CO 80111 |
FIN OP Principal, Principal Financial Officer, Principal Operations Officer, Vice President and Treasurer |
K.I. Schindler | 8515
East Orchard Road Greenwood Village, CO 80111 |
Chief Compliance Officer |
M.J. Kavanagh | 8515
East Orchard Road Greenwood Village, CO 80111 |
Associate Chief Compliance Officer |
T.L. Luiz | 8515
East Orchard Road Greenwood Village, CO 80111 |
Compliance Officer |
B.R. Hudson | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Counsel and Assistant Secretary |
(c) | Commissions and other compensation received by Principal Underwriter, directly or indirectly, from the Registrant during Registrant’s last fiscal year: |
Name
of Principal Underwriter |
Net
Underwriting Discounts and Commissions |
Compensation
on Redemption |
Brokerage
Commissions |
Compensation |
GWFS | -0- | -0- | -0- | -0- |
COLI
VUL-2 SERIES ACCOUNT (Registrant) | |
By: | /s/ Edmund F. Murphy III |
Edmund
F. Murphy III President and Chief Executive Officer of Great-West Life & Annuity Insurance Company |
GREAT-WEST
LIFE & ANNUITY INSURANCE COMPANY (Depositor) | |
By: | /s/ Edmund F. Murphy III |
Edmund
F. Murphy III President and Chief Executive Officer |
Signature | Title | Date | |||
/s/ R. Jeffrey Orr | Chairman of the Board | April 22, 2019 | |||
R. Jeffrey Orr* | |||||
/s/ Edmund F. Murphy III | President and Chief Executive Officer | April 22, 2019 | |||
Edmund F. Murphy III | |||||
/s/ Andra S. Bolotin | Executive Vice President & Chief Financial Officer | April 22, 2019 | |||
Andra S. Bolotin | |||||
/s/ John L. Bernbach | Director | April 22, 2019 | |||
John L. Bernbach* | |||||
/s/ Robin Bienfait | Director | April 22, 2019 | |||
Robin Bienfait* | |||||
/s/ Marcel R. Coutu | Director | April 22, 2019 | |||
Marcel R. Coutu* | |||||
/s/ André R. Desmarais | Director | April 22, 2019 | |||
André R. Desmarais* | |||||
/s/ Paul G. Desmarais, Jr. | Director | April 22, 2019 | |||
Paul G. Desmarais, Jr.* | |||||
/s/ Gary A. Doer | Director | April 22, 2019 | |||
Gary A. Doer* | |||||
/s/ Gregory J. Fleming | Director | April 22, 2019 | |||
Gregory J. Fleming* | |||||
/s/ Claude Généreux | Director | April 22, 2019 | |||
Claude Généreux* |
Signature | Title | Date | |||
/s/ Alain Louvel | Director | April 22, 2019 | |||
Alain Louvel* | |||||
/s/ Paula B. Madoff | Director | April 22, 2019 | |||
Paula B. Madoff* | |||||
/s/ Paul A. Mahon | Director | April 22, 2019 | |||
Paul A. Mahon* | |||||
Director | |||||
Donald Raymond | |||||
Director | |||||
Robert L. Reynolds | |||||
/s/ T. Timothy Ryan, Jr. | Director | April 22, 2019 | |||
T. Timothy Ryan, Jr.* | |||||
/s/ Jerome J. Selitto | Director | April 22, 2019 | |||
Jerome J. Selitto* | |||||
/s/ Gregory D. Tretiak | Director | April 22, 2019 | |||
Gregory D. Tretiak* | |||||
/s/ Brian E. Walsh | Director | April 22, 2019 | |||
Brian E. Walsh* | |||||
*By: | /s/ Ryan L. Logsdon | *Attorney-in-fact pursuant to Power of Attorney | April 22, 2019 | ||
Ryan
L. Logsdon |
PARTICIPATION AGREEMENT
BY AND AMONG
AIM VARIABLE INSURANCE FUNDS,
A I M DISTRIBUTORS, INC.,
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,
ON BEHALF OF ITSELF AND
ITS SEPARATE ACCOUNTS, AND AS UNDERWRITER OF VARIABLE
CONTRACTS AND POLICIES
TABLE OF CONTENTS
Description
|
Page | |||||
Section 1. Available Funds |
2 | |||||
1.1 |
Availability |
2 | ||||
1.2 |
Addition, Deletion or Modification of Funds |
2 | ||||
1.3 |
No Sales to the General Public |
2 | ||||
Section 2. Processing Transactions |
2 | |||||
2.1 |
Timely Pricing and Orders |
2 | ||||
2.2 |
Timely Payments |
3 | ||||
2.3 |
Applicable Price |
3 | ||||
2.4 |
Dividends and Distributions |
4 | ||||
2.5 |
Book Entry |
4 | ||||
Section 3. Costs and Expenses |
5 | |||||
3.1 |
General |
5 | ||||
3.2 |
Parties To Cooperate |
5 | ||||
Section 4. Legal Compliance |
5 | |||||
4.1 |
Tax Laws |
5 | ||||
4.2 |
Insurance and Certain Other Laws |
7 | ||||
4.3 |
Securities Laws |
8 | ||||
4.4 |
Notice of Certain Proceedings and Other Circumstances |
9 | ||||
4.5 |
G-WL&A To Provide Documents; Information About AVIF |
9 | ||||
4.6 |
AVIF To Provide Documents; Information About G-WL&A |
10 | ||||
Section 5. Mixed and Shared Funding |
12 | |||||
5.1 |
General |
12 | ||||
5.2 |
Disinterested Trustees |
12 | ||||
5.3 |
Monitoring for Material Irreconcilable Conflicts |
12 | ||||
5.4 |
Conflict Remedies |
13 | ||||
5.5 |
Notice to G-WL&A |
14 | ||||
5.6 |
Information Requested by Board |
14 | ||||
5.7 |
Compliance with SEC Rules |
14 | ||||
5.8 |
Other Requirements |
15 | ||||
Section 6. Termination |
15 | |||||
6.1 |
Events of Termination |
15 | ||||
6.2 |
Notice Requirement for Termination |
16 | ||||
6.3 |
Funds To Remain Available |
17 | ||||
6.4 |
Survival of Warranties and Indemnifications |
17 | ||||
6.5 |
Continuance of Agreement for Certain Purposes |
17 | ||||
Section 7. Parties To Cooperate Respecting Termination |
17 | |||||
Section 8. Assignment |
18 | |||||
Section 9. Notices |
18 | |||||
Section 10. Voting Procedures |
18 | |||||
Section 11. Foreign Tax Credits |
19 |
i
Section 12. Indemnification |
19 | |||||
12.1 |
Of AVIF and AIM by G-WL&A and UNDERWRITER |
19 | ||||
12.2 |
Of G-WL&A and UNDERWRITER by AVIF and AIM |
21 | ||||
12.3 |
Effect of Notice |
24 | ||||
12.4 |
Successors |
24 | ||||
Section 13. Applicable Law |
24 | |||||
Section 14. Execution in Counterparts |
24 | |||||
Section 15. Severability |
24 | |||||
Section 16. Rights Cumulative |
24 | |||||
Section 17. Headings |
25 | |||||
Section 18. Confidentiality |
25 | |||||
Section 19. Trademarks and Fund Names |
25 | |||||
Section 20. Parties to Cooperate |
26 | |||||
Section 21. Amendments; Need For |
26 | |||||
Section 22. Force Majeure |
26 |
ii
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of the 30th day of April, 2004 (Agreement), by and among AIM VARIABLE INSURANCE FUNDS, a Delaware Trust (AVIF), A I M Distributors, Inc., a Delaware corporation (AIM), GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company (G-WL&A), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an Account, and collectively, the Accounts); and as the principal underwriter of the Contracts (UNDERWRITER) (collectively, the Parties).
WITNESSETH THAT:
WHEREAS, AVIF is registered with the Securities and Exchange Commission (SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, AVIF currently consists of twenty-eight separate series (Series), shares (Shares) each of which are registered under the Securities Act of 1933, as amended (the 1933 Act) and are currently sold to one or more separate accounts of life insurance companies to fund benefits under variable annuity contracts and variable life insurance contracts; and
WHEREAS, AVIF will make Shares of each Series listed on Schedule A hereto as the Parties hereto may amend from time to time (each a Fund; reference herein to AVIF includes reference to each Fund, to the extent the context requires) available for purchase by the Accounts; and
WHEREAS, G-WL&A will be the issuer of certain variable annuity contracts and variable life insurance contracts (Contracts) as set forth on Schedule A hereto, as the Parties hereto may amend from time to time, which Contracts (hereinafter collectively, the Contracts), if required by applicable law, will be registered under the 1933 Act; and
WHEREAS, G-WL&A will fund the Contracts through the Accounts, each of which may be divided into two or more subaccounts (Subaccounts; reference herein to an Account includes reference to each Subaccount thereof to the extent the context requires); and
WHEREAS, G-WL&A will serve as the depositor of the Accounts, each of which is registered as a unit investment trust investment company under the 1940 Act (or exempt therefrom), and the security interests deemed to be issued by the Accounts under the Contracts will be registered as securities under the 1933 Act (or exempt therefrom); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, G-WL&A intends to purchase Shares in one or more of the Funds on behalf of the Accounts to fund the Contracts; and
1
WHEREAS, GWL&A intends to utilize its NSCC member broker/dealer affiliate, GWFS Equities, Inc., (GWFS) to transmit instructions for the purchase, redemption and transfer of Fund shares on behalf of the Account, and GWFS, alone, or with the assistance of a recordkeeping affiliate, to perform certain recordkeeping functions associated with the transfer of Fund shares into and out of the Account in order to recognize certain organizational economies; and
WHEREAS, AIM is a broker-dealer registered with the SEC under the 1934 Act and a member in good standing of the NASD;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereto agree as follows:
Section 1. Available Funds
1.1 | Availability |
AVIF will make Shares of each Fund available to G-WL&A for purchase and redemption at net asset value and with no sales charges, subject to the terms and conditions of this Agreement. The Board of AVIF (the Board) may refuse to sell Shares of any Fund to any person, or suspend or terminate the offering of Shares of any Fund (a) if such action is required by law or by regulatory authorities having jurisdiction, (b) if, in the sole discretion of the Trustees acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, such action is deemed in the best interests of the shareholders of such Fund, or (c) if such action is required by any policies that the Board has adopted and that apply to all Participating Insurance Companies.
1.2 | Addition, Deletion or Modification of Funds |
The Parties hereto may agree, from time to time, to add other Funds to provide additional funding media for the Contracts, or to delete, combine, or modify existing Funds, by amending Schedule A hereto. Upon such amendment to Schedule A, any applicable reference to a Fund, AVIF, or its Shares herein shall include a reference to any such additional Fund. Schedule A, as amended from time to time, is incorporated herein by reference and is a part hereof.
1.3 | No Sales to the General Public |
AVIF represents and warrants that no Shares of any Fund have been or will be sold to the general public.
Section 2. Processing Transactions
2.1 | Timely Pricing and Orders |
2
(a) AVIF or its designated agent will use its best efforts to provide G-WL&A with the net asset value per Share for each Fund by 6:00 p.m. Central Time on each Business Day. As used herein, Business Day shall mean any day on which (i) the New York Stock Exchange is open for regular trading, (ii) AVIF calculates the Funds net asset value, and (iii) G-WL&A is open for business.
(b) G-WL&A will use the data provided by AVIF each Business Day pursuant to paragraph (a) immediately above to calculate Account unit values and to process transactions that receive that same Business Days Account unit values. G-WL&A will perform such Account processing the same Business Day, and will place corresponding orders to purchase or redeem Shares with AVIF by 9:00 a.m. Central Time the following Business Day; provided, however, that AVIF shall provide additional time to G-WL&A in the event that AVIF is unable to meet the 6:00 p.m. time stated in paragraph (a) immediately above. Such additional time shall be equal to the additional time that AVIF takes to make the net asset values available to G-WL&A.
(c) With respect to payment of the purchase price by G-WL&A and of redemption proceeds by AVIF, G-WL&A and AVIF shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment per Fund in accordance with Section 2.2, below.
(d) If AVIF provides materially incorrect Share net asset value information (as determined under SEC guidelines), G-WL&A shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct net asset value per Share. Any material error in the calculation or reporting of net asset value per Share, dividend or capital gain information shall be reported promptly upon discovery to G-WL&A. Materiality and reprocessing cost reimbursement shall be determined in accordance with standards established by the Parties as provided in Schedule B, attached hereto and incorporated herein (except that for any money market fund, materiality shall be determined in a manner consistent with Rule 2a-7 under the 1940 Act).
2.2 | Timely Payments |
G-WL&A will wire payment for net purchases to a custodial account designated by AVIF by 1:00 p.m. Central Time on the same day as the order for Shares is placed, to the extent practicable. AVIF will wire payment for net redemptions to an account designated by G-WL&A by 1:00 p.m. Central Time on the same day as the Order is placed, to the extent practicable, but in any event within five (5) calendar days after the date the order is placed in order to enable G-WL&A to pay redemption proceeds within the time specified in Section 22(e) of the 1940 Act or such shorter period of time as may be required by law.
2.3 | Applicable Price |
(a) Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, Contract transactions) and that G-WL&A receives prior to the close of regular trading on the New York Stock Exchange (or such other time set by the Board for purposes of determining the current net asset value of a Fund in accordance with Rule 22c-1 under the 1940 Act) on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF or its
3
designated agent of the orders. For purposes of this Section 2.3(a), G-WL&A shall be the designated agent of AVIF for receipt of orders relating to Contract transactions, in accordance with Section 22(c) and Rule 22c-1 under the 1940 Act, on each Business Day and receipt by such designated agent shall constitute receipt by AVIF; provided that AVIF receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof. In connection with this Section 2.3(a), G-WL&A represents and warrants that it will not knowingly submit any order for Shares or engage in any practice, nor will it knowingly allow or suffer any person acting on its behalf to submit any order for Shares or engage in any practice, that would violate or cause a violation of applicable law or regulation including, without limitation Section 22 of the 1940 Act and the rules thereunder.
(b) All other Share purchases and redemptions by G-WL&A will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the order therefor, and such orders will be irrevocable.
(c) Without limiting the scope or effect of Section 1.1 hereof, pursuant to which the Board may reject a Share purchase order by or on behalf of G-WL&A under the circumstances described therein, G-WL&A and its designated affiliate agrees to cooperate with the Fund and AIM to prevent any person exercising, or purporting to exercise, rights or privileges under one or more Contracts (including, but not limited to Contract owners, annuitants, insureds or participants, as the case may be (collectively, Participants)) from engaging in any trading practices in any Fund that the Board or AIM determines, in good faith and in their sole discretion, to be detrimental or potentially detrimental to the other shareholders of the Fund, or to be in contravention of any applicable law or regulation including, without limitation, Section 22 of the 1940 Act and the rules thereunder. Such cooperation may include, but shall not be limited to, identifying the person or persons engaging in such trading practices, facilitating the imposition of any applicable redemption fee on such person or persons, limiting the telephonic or electronic trading privileges of such person or persons, and taking such other remedial steps, all to the extent permitted or required by applicable law and the Funds then current prospectus.
2.4 | Dividends and Distributions |
AVIF will furnish notice by wire or telephone (followed by written confirmation) on or prior to the payment date to G-WL&A of any income dividends or capital gain distributions payable on the Shares of any Fund. G-WL&A hereby elects to reinvest all dividends and capital gains distributions in additional Shares of the corresponding Fund at the ex-dividend date net asset values until G-WL&A otherwise notifies AVIF in writing, it being agreed by the Parties that the ex-dividend date and the payment date with respect to any dividend or distribution will be the same Business Day. G-WL&A reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.
2.5 | Book Entry |
Issuance and transfer of AVIF Shares will be by book entry only. Stock certificates will not be issued to G-WL&A. Shares ordered from AVIF will be recorded in an appropriate title for G-WL&A, on behalf of its Account.
4
Section 3. Costs and Expenses
3.1 | General |
Except as otherwise specifically provided in Schedule C, attached hereto and made a part hereof, each Party will bear, or arrange for others to bear, all expenses incident to its performance under this Agreement.
3.2 | Parties To Cooperate |
Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of AVIF and the Accounts.
Section 4. Legal Compliance
4.1 | Tax Laws |
(a) AVIF represents and warrants that each Fund is currently qualified as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), and represents that it will use its best efforts to qualify and to maintain qualification of each Fund as a RIC. AVIF will notify G-WL&A 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.
(b) AVIF represents that it will use its best efforts to comply and to maintain each Funds compliance with the diversification requirements set forth in Section 817(h) of the Code and Section 1.817-5(b) of the regulations under the Code. AVIF will notify G-WL&A immediately upon having a reasonable basis for believing that a Fund has ceased to so comply or that a Fund might not so comply in the future. In the event of a breach of this Section 4.1(b) by AVIF, it will take all reasonable steps to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Section 1.817-5 of the regulations under the Code.
(c) Notwithstanding any other provision of this Agreement, but without limiting the ability of AVIF and/or AIM to assume the defense of any action pursuant to Section 12.2(d) hereof, G-WL&A agrees that if the Internal Revenue Service (IRS) asserts in writing in connection with any governmental audit or review of G-WL&A or, to G-WL&As knowledge, of any Participants, that any Fund has failed to comply with the diversification requirements of Section 817(h) of the Code or G-WL&A otherwise becomes aware of any facts that could give rise to any claim against AVIF or its affiliates as a result of such a failure or alleged failure:
(i) | G-WL&A shall promptly notify AVIF of such assertion or potential claim (subject to the Confidentiality provisions of Section 18 as to any Participant); |
5
(ii) | G-WL&A shall consult with AVIF as to how to minimize any liability that may arise as a result of such failure or alleged failure; |
(iii) | G-WL&A shall use all commercially reasonable efforts to minimize any liability of AVIF or its affiliates resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations Section 1.817-5(a)(2), to the Commissioner of the IRS that such failure was inadvertent; |
(iv) | G-WL&A shall permit AVIF, its affiliates and their legal and accounting advisors to participate in any conferences, settlement discussions or other administrative or judicial proceeding or contests (including judicial appeals thereof) with the IRS, any Participant or any other claimant regarding any claims that could give rise to liability to AVIF or its affiliates as a result of such a failure or alleged failure; provided, however, that G-WL&A will retain control of the conduct of such conferences discussions, proceedings, contests or appeals; |
(v) | any written materials to be submitted by G-WL&A to the IRS, any Participant or any other claimant in connection with any of the foregoing proceedings or contests that would affect AIM, it affiliates and/or AVIF and/or AVIFs shareholders, (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations Section 1.817-5(a)(2)), (a) shall be provided by G-WL&A to AVIF (together with any supporting information or analysis); subject to the confidentiality provisions of Section 18, at least ten (10) business days or such shorter period to which the Parties hereto agree prior to the day on which such proposed materials are to be submitted, and (b) shall not be submitted by G-WL&A to any such person without the express written consent of AVIF which shall not be unreasonably withheld; |
(vi) | G-WL&A shall provide AVIF or its affiliates and their accounting and legal advisors with such cooperation as AVIF shall reasonably request (including, without limitation, by permitting AVIF and its accounting and legal advisors to review the relevant books and records of G-WL&A) in order to facilitate review by AVIF or its advisors of any written submissions provided to it pursuant to the preceding clause or its assessment of the validity or amount of any claim against its arising from such a failure or alleged failure; |
(vii) | G-WL&A shall not with respect to any claim of the IRS or any Participant that would give rise to a claim against AVIF or its affiliates (a) compromise or settle any claim, (b) accept any adjustment on audit, or (c) forego any allowable administrative or judicial appeals, without the express written consent of AVIF or its affiliates, which shall not be unreasonably withheld, provided that G-WL&A shall not be required, after exhausting all administrative remedies, to appeal any adverse judicial decision unless AVIF |
6
or its affiliates shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and provided further that the costs of any such appeal shall be borne solely by AVIF. Notwithstanding the foregoing, GWL&A agrees to share in fifty percent (50%) of the reasonable costs of appeal should the decision of the appellate court relieve GWL&A of any direct liability with respect to the claim appealed thereto; and |
(viii) | AVIF and its affiliates shall have no liability as a result of such failure or alleged failure if G-WL&A fails to comply with any of the foregoing clauses (i) through (vii), and such failure could be shown to have materially contributed to the liability. |
Should AVIF or any of its affiliates refuse to give its written consent to any compromise or settlement of any claim or liability hereunder, G-WL&A may, in its discretion, authorize AVIF or its affiliates to act in the name of G-WL&A in, and to control the conduct of, such conferences, discussions, proceedings, contests or appeals and all administrative or judicial appeals thereof, and in that event AVIF or its affiliates shall bear the fees and expenses associated with the conduct of the proceedings that it is so authorized to control; provided, that in no event shall G-WL&A have any liability resulting from AVIFs refusal to accept the proposed settlement or compromise with respect to any failure caused by AVIF. As used in this Agreement, the term affiliates shall have the same meaning as affiliated person as defined in Section 2(a)(3) of the 1940 Act.
(d) G-WL&A represents and warrants that the Contracts currently are and will be treated as annuity contracts or life insurance contracts under applicable provisions of the Code and that it will use its best efforts to maintain such treatment; G-WL&A will notify AVIF immediately upon having a reasonable basis for believing that any of the Contracts have ceased to be so treated or that they might not be so treated in the future.
(e) G-WL&A represents and warrants that each Account is a segregated asset account and that interests in each Account are offered exclusively through the purchase of or transfer into a variable contract, within the meaning of such terms under Section 817 of the Code and the regulations thereunder. G-WL&A will use its best efforts to continue to meet such definitional requirements, and it will notify AVIF immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
4.2 | Insurance and Certain Other Laws |
(a) AVIF will use its best efforts to comply with any applicable state insurance laws or regulations, to the extent specifically requested in writing by G-WL&A, which efforts shall include, without limitation, the furnishing of information that is not otherwise available to G-WL&A and that is required by state insurance law to enable G-WL&A to obtain the authority needed to issue the Contracts in any applicable state.
(b) G-WL&A represents and warrants that (i) it is an insurance company duly organized, validly existing and in good standing under the laws of the State of Colorado and has full corporate
7
power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement, and (ii) the Contracts comply in all material respects with all other applicable federal and state laws and regulations.
(c) AVIF represents and warrants that it is lawfully organized, validly existing, and in good standing under the laws of the State of Delaware and has full power, authority, and legal right to execute, deliver, and perform its duties and comply with its obligations under this Agreement.
4.3 | Securities Laws |
(a) G-WL&A represents and warrants that (i) interests in each Account pursuant to the Contracts will be registered under the 1933 Act to the extent required by the 1933 Act, (ii) the Contracts will be duly authorized for issuance and sold in compliance with all applicable federal and state laws, including, without limitation, the 1933 Act, the 1934 Act, the 1940 Act and the law(s) of G-WL&As state(s) of organization and domicile, (iii) each Account is and will remain registered under the 1940 Act, to the extent required by the 1940 Act, (iv) each Account does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, to the extent required, (v) each Accounts 1933 Act registration statement relating to the Contracts, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder, (vi) G-WL&A will amend the registration statement for its Contracts under the 1933 Act and for its Accounts under the 1940 Act from time to time as required in order to effect the continuous offering of its Contracts or as may otherwise be required by applicable law, and (vii) each Account Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as Account Prospectus), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder.
(b) AVIF represents and warrants that (i) Shares sold pursuant to this Agreement will be registered under the 1933 Act to the extent required by the 1933 Act and duly authorized for issuance and sold in compliance with Delaware law, (ii) AVIF is and will remain registered under the 1940 Act to the extent required by the 1940 Act, (iii) AVIF will amend the registration statement for its Shares under the 1933 Act and itself under the 1940 Act from time to time as required in order to effect the continuous offering of its Shares, (iv) AVIF does and will comply in all material respects with the requirements of the 1940 Act and the rules thereunder, (v) AVIFs 1933 Act registration statement, together with any amendments thereto, will at all times comply in all material respects with the requirements of the 1933 Act and rules thereunder, and (vi) AVIFs Prospectus, Statement of Additional Information, and then-current stickers (collectively referred to herein as AVIF Prospectus), will at all times comply in all material respects with the requirements of the 1933 Act and the rules thereunder.
(c) AVIF will at its expense register and qualify its Shares for sale in accordance with the laws of any state or other jurisdiction if and to the extent reasonably deemed advisable by AVIF.
(d) AVIF represents and warrants that all of its trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of
8
the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.
4.4 | Notice of Certain Proceedings and Other Circumstances |
(a) AVIF or AIM will immediately notify G-WL&A of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to AVIFs registration statement under the 1933 Act or AVIF Prospectus, (ii) any request by the SEC for any amendment to such registration statement or AVIF Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of AVIFs Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances 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 of the Contracts issued or to be issued by G-WL&A. AVIF and AIM will make every reasonable effort to prevent the issuance, with respect to any Fund, 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) G-WL&A or its designated underwriter affiliate will immediately notify AVIF of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Accounts registration statement under the 1933 Act relating to the Contracts or each Account Prospectus, (ii) any request by the SEC for any amendment to such registration statement or Account Prospectus that may affect the offering of Shares of AVIF, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of each Accounts interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. G-WL&A and its designated underwriter affiliate 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.
4.5 | G-WL&A To Provide Documents; Information About AVIF |
(a) G-WL&A will provide to AVIF or its designated agent at least one (1) complete copy of all SEC registration statements, Account Prospectuses, reports, any preliminary and final voting instruction solicitation material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to each Account or the Contracts, contemporaneously with the filing of such document with the SEC or other regulatory authorities.
(b) G-WL&A will provide to AVIF or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which AVIF or any of its affiliates is named, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto
9
may, from time to time, agree upon. No such material shall be used if AVIF or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. AVIF hereby designates AIM as the entity to receive such sales literature, until such time as AVIF appoints another designated agent by giving notice to G-WL&A in the manner required by Section 9 hereof.
(c) Neither G-WL&A nor any of its affiliates, will give any information or make any representations or statements on behalf of or concerning AVIF or its affiliates in connection with the sale of the Contracts other than (i) the information or representations contained in the registration statement, including the AVIF Prospectus contained therein, relating to Shares, as such registration statement and AVIF Prospectus may be amended from time to time; or (ii) in reports or proxy materials for AVIF; or (iii) in published reports for AVIF that are in the public domain and approved by AVIF for distribution; or (iv) in sales literature or other promotional material approved by AVIF, except with the express written permission of AVIF.
(d) G-WL&A shall adopt and implement procedures reasonably designed to ensure that information concerning AVIF and its affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) (broker only materials) is so used, and neither GWL&A, AVIF nor any of their affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
(e) For the purposes of this Section 4.5, the phrase sales literature or other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act, or the 1940 Act.
4.6 | AVIF To Provide Documents; Information About G-WL&A |
(a) AVIF will provide to G-WL&A at least one (1) complete copy of all SEC registration statements, AVIF Prospectuses, reports, any preliminary and final proxy material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to AVIF or the Shares of a Fund, contemporaneously with the filing of such document with the SEC or other regulatory authorities.
(b) AVIF will provide to G-WL&A a camera ready copy of all AVIF prospectuses and printed copies, in an amount specified by G-WL&A, of AVIF statements of additional information, proxy materials, periodic reports to shareholders and other materials required by law to be sent to
10
Participants who have allocated any Contract value to a Fund. AVIF will provide such copies to G-WL&A in a timely manner so as to enable G-WL&A, as the case may be, to print and distribute such materials within the time required by law to be furnished to Participants.
(c) AVIF will provide to G-WL&A or its designated agent at least one (1) complete copy of each piece of sales literature or other promotional material in which G-WL&A, or any of its respective affiliates is named, or that refers to the Contracts, at least five (5) Business Days prior to its use or such shorter period as the Parties hereto may, from time to time, agree upon. No such material shall be used if G-WL&A or its designated agent objects to such use within five (5) Business Days after receipt of such material or such shorter period as the Parties hereto may, from time to time, agree upon. G-WL&A shall receive all such sales literature until such time as it appoints a designated agent by giving notice to AVIF in the manner required by Section 9 hereof.
(d) Neither AVIF nor any of its affiliates will give any information or make any representations or statements on behalf of or concerning G-WL&A, each Account, or the Contracts other than (i) the information or representations contained in the registration statement, including each Account Prospectus contained therein, relating to the Contracts, as such registration statement and Account Prospectus may be amended from time to time; or (ii) in published reports for the Account or the Contracts that are in the public domain and approved by G-WL&A for distribution; or (iii) in sales literature or other promotional material approved by G-WL&A or its affiliates, except with the express written permission of G-WL&A.
(e) AVIF shall cause its principal underwriter to adopt and implement procedures reasonably designed to ensure that information concerning G-WL&A, and its respective affiliates that is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Participants) (broker only materials) is so used, and neither G-WL&A, nor any of its respective affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.
(f) For purposes of this Section 4.6, the phrase sales literature or other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media, (e.g., on-line networks such as the Internet or other electronic messages), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act, or the 1940 Act.
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Section 5. Mixed and Shared Funding
5.1 | General |
The SEC has granted an order to AVIF exempting it from certain provisions of the 1940 Act and rules thereunder so that AVIF may be available for investment by certain other entities, including, without limitation, separate accounts funding variable annuity contracts or variable life insurance contracts, separate accounts of insurance companies unaffiliated with G-WL&A, and trustees of qualified pension and retirement plans (collectively, Mixed and Shared Funding). The Parties recognize that the SEC has imposed terms and conditions for such orders that are substantially identical to many of the provisions of this Section 5. Sections 5.2 through 5.8 below shall apply pursuant to the exemptive order granted to AVIF. AVIF hereby notifies G-WL&A that, in the event that AVIF implements Mixed and Shared Funding, it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of Mixed and Shared Funding.
5.2 | Disinterested Trustees |
AVIF agrees that its Board shall at all times consist of trustees a majority of whom (the Disinterested Trustees) are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies or (c) for such longer period as the SEC may prescribe by order upon application.
5.3 | Monitoring for Material Irreconcilable Conflicts |
AVIF agrees that its Board will monitor for the existence of any material irreconcilable conflict between the interests of the Participants in all separate accounts of life insurance companies utilizing AVIF (Participating Insurance Companies), including each Account, and participants in all qualified retirement and pension plans investing in AVIF (Participating Plans). G-WL&A agrees to inform the Board of AVIF of the existence of or any potential for any such material irreconcilable conflict of which it is aware. The concept of a material irreconcilable conflict is not defined by the 1940 Act or the rules thereunder, but the Parties recognize that such a conflict may arise for a variety of reasons, including, without limitation:
(a) an action by any state insurance or other regulatory authority;
(b) a change in applicable federal or state insurance, tax or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding;
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(d) the manner in which the investments of any Fund are being managed;
(e) a difference in voting instructions given by variable annuity contract and variable life insurance contract Participants or by Participants of different Participating Insurance Companies;
(f) a decision by a Participating Insurance Company to disregard the voting instructions of Participants; or
(g) a decision by a Participating Plan to disregard the voting instructions of Plan participants.
Consistent with the SECs requirements in connection with exemptive orders of the type referred to in Section 5.1 hereof, G-WL&A will assist the Board in carrying out its responsibilities by providing the Board with all information reasonably necessary for the Board to consider any issue raised, including information as to a decision by G-WL&A to disregard voting instructions of Participants. G-WL&As responsibilities in connection with the foregoing shall be carried out with a view only to the interests of Participants.
5.4 Conflict Remedies
(a) It is agreed that if it is determined by a majority of the members of the Board or a majority of the Disinterested Trustees that a material irreconcilable conflict exists, G-WL&A will, if it is a Participating Insurance Company for which a material irreconcilable conflict is relevant, at its own expense and to the extent reasonably practicable (as determined by a majority of the Disinterested Trustees), take whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, which steps may include, but are not limited to:
(i) | withdrawing the assets allocable to some or all of the Accounts from AVIF or any Fund and reinvesting such assets in a different investment medium, including another Fund of AVIF, or submitting the question whether such segregation should be implemented to a vote of all affected Participants and, as appropriate, segregating the assets of any particular group (e.g., annuity Participants, life insurance Participants or all Participants) that votes in favor of such segregation, or offering to the affected Participants the option of making such a change; and |
(ii) | establishing a new registered investment company of the type defined as a management company in Section 4(3) of the 1940 Act or a new separate account that is operated as a management company. |
(b) If the material irreconcilable conflict arises because of G-WL&As decision to disregard Participant voting instructions and that decision represents a minority position or would preclude a majority vote, G-WL&A may be required, at AVIFs election, to withdraw each Accounts investment in AVIF or any Fund. No charge or penalty will be imposed as a result of such withdrawal. Any such withdrawal must take place within six (6) months after AVIF gives notice to
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G-WL&A that this provision is being implemented, and until such withdrawal AVIF shall continue to accept and implement orders by G-WL&A for the purchase and redemption of Shares of AVIF.
(c) If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to G-WL&A conflicts with the majority of other state regulators, then G-WL&A will withdraw each Accounts investment in AVIF within six (6) months after AVIFs Board informs G-WL&A that it has determined that such decision has created a material irreconcilable conflict, and until such withdrawal AVIF shall continue to accept and implement orders by G-WL&A for the purchase and redemption of Shares of AVIF. No charge or penalty will be imposed as a result of such withdrawal.
(d) G-WL&A agrees that any remedial action taken by it in resolving any material irreconcilable conflict will be carried out at its expense and with a view only to the interests of Participants.
(e) For purposes hereof, a majority of the Disinterested Trustees will determine whether or not any proposed action adequately remedies any material irreconcilable conflict. In no event, however, will AVIF or any of its affiliates be required to establish a new funding medium for any Contracts. G-WL&A will not be required by the terms hereof to establish a new funding medium for any Contracts if an offer to do so has been declined by vote of a majority of Participants materially adversely affected by the material irreconcilable conflict.
5.5 Notice | to G-WL&A |
AVIF will promptly make known in writing to G-WL&A the Boards determination of the existence of a material irreconcilable conflict, a description of the facts that give rise to such conflict and the implications of such conflict.
5.6 Information Requested by Board
G-WL&A and AVIF (or its investment adviser) will at least annually submit to the Board of AVIF such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by the provisions hereof or any exemptive order granted by the SEC to permit Mixed and Shared Funding, and said reports, materials and data will be submitted at any reasonable time deemed appropriate by the Board. All reports received by the Board of potential or existing conflicts, and all Board actions with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records will be made available to the SEC upon request.
5.7 Compliance with SEC Rules
If, at any time during which AVIF is serving as an investment medium for variable life insurance Contracts, 1940 Act Rules 6e-3(T) or, if applicable, 6e-2 are amended or Rule 6e-3 is
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adopted to provide exemptive relief with respect to Mixed and Shared Funding, AVIF agrees that it will comply with the terms and conditions thereof and that the terms of this Section 5 shall be deemed modified if and only to the extent required in order also to comply with the terms and conditions of such exemptive relief that is afforded by any of said rules that are applicable.
5.8 Other Requirements
AVIF will require that each Participating Insurance Company and Participating Plan enter into an agreement with AVIF that contains in substance the same provisions as are set forth in Sections 4.1(b), 4.1(d), 4.3(a), 4.4(b), 4.5(a), 5, and 10 of this Agreement.
Section 6. Termination
6.1 Events of Termination
Subject to Section 6.4 below, this Agreement will terminate as to a Fund:
(a) at the option of any party, with or without cause with respect to the Fund, upon six (6) months advance written notice to the other parties, or, if later, upon receipt of any required exemptive relief from the SEC, unless otherwise agreed to in writing by the parties; or
(b) at the option of AVIF upon institution of formal proceedings against G-WL&A or its affiliates by the NASD, the SEC, any state insurance regulator or any other regulatory body regarding G-WL&As obligations under this Agreement or related to the sale of the Contracts, the operation of each Account, or the purchase of Shares, if, in each case, AVIF reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Fund with respect to which the Agreement is to be terminated; or
(c) at the option of G-WL&A upon institution of formal proceedings against AVIF, its principal underwriter, or its investment adviser by the NASD, the SEC, or any state insurance regulator or any other regulatory body regarding AVIFs obligations under this Agreement or related to the operation or management of AVIF or the purchase of AVIF Shares, if, in each case, G-WL&A reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on G-WL&A, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated; or
(d) at the option of any Party in the event that (i) the Funds Shares are not registered and, in all material respects, issued and sold in accordance with any applicable federal or state law, or (ii) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by G-WL&A; or
(e) upon termination of the corresponding Subaccounts investment in the Fund pursuant to Section 5 hereof; or
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(f) at the option of G-WL&A if the Fund ceases to qualify as a RIC under Subchapter M of the Code or under successor or similar provisions, or if G-WL&A reasonably believes that the Fund may fail to so qualify; or
(g) at the option of G-WL&A if the Fund fails to comply with Section 817(h) of the Code or with successor or similar provisions, or if G-WL&A reasonably believes that the Fund may fail to so comply; or
(h) at the option of AVIF if the Contracts issued by G-WL&A cease to qualify as annuity contracts or life insurance contracts under the Code (other than by reason of the Funds noncompliance with Section 817(h) or Subchapter M of the Code) or if interests in an Account under the Contracts are not registered, where required, and, in all material respects, are not issued or sold in accordance with any applicable federal or state law; or
(i) upon another Partys material breach of any provision of this Agreement.
6.2 Notice Requirement for Termination
No termination of this Agreement will be effective unless and until the Party terminating this Agreement gives prior written notice to the other Party to this Agreement of its intent to terminate, and such notice shall set forth the basis for such termination. Furthermore:
(a) in the event that any termination is based upon the provisions of Sections 6.1(a) or 6.1(e) hereof, such prior written notice shall be given at least six (6) months in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto;
(b) in the event that any termination is based upon the provisions of Sections 6.1(b) or 6.1(c) hereof, such prior written notice shall be given at least ninety (90) days in advance of the effective date of termination unless a shorter time is agreed to by the Parties hereto; and
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(c) in the event that any termination is based upon the provisions of Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, such prior written notice shall be given as soon as possible within twenty-four (24) hours after the terminating Party learns of the event causing termination to be required.
6.3 Funds To Remain Available
Notwithstanding any termination of this Agreement by G-WL&A, AVIF will, at the option of G-WL&A, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts), unless AIM or the Board determines that doing so would not serve the best interests of the shareholders of the affected Funds or would be inconsistent with applicable law or regulation. Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 6.3 will not apply to any (i) terminations under Section 5 and the effect of such terminations will be governed by Section 5 of this Agreement or (ii) any rejected purchase and/or redemption order as described in Section 2.3(c) hereof.
6.4 Survival of Warranties and Indemnifications
All warranties and indemnifications will survive the termination of this Agreement.
6.5 Continuance of Agreement for Certain Purposes
If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this Agreement shall nevertheless continue in effect as to any Shares of that Fund that are outstanding as of the date of such termination (the Initial Termination Date). This continuation shall extend to the earlier of the date as of which an Account owns no Shares of the affected Fund or a date (the Final Termination Date) six (6) months following the Initial Termination Date, except that G-WL&A may, by written notice shorten said six (6) month period in the case of a termination pursuant to Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i).
Section 7. Parties To Cooperate Respecting Termination
The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Final Termination Date with respect thereto, or, in the case of a termination pursuant to Section 6.1(a), the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.
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Section 8. Assignment
This Agreement may not be assigned by any Party, except with the written consent of each other Party. For purposes of this Agreement, the designation of an affiliate of a Party to perform some, or all, the duties and obligations hereto shall not be construed as an assignment. An affiliate is that entity which is controlled, either directly or indirectly by a Party and shall include any entity that conforms to such definition as of the effective date of the Agreement as well as any entity that conforms to the definition anytime thereafter.
Section 9. Notices
Notices and communications required or permitted will be given by means mutually acceptable to the Parties concerned. Each other notice or communication required or permitted by this Agreement will be given to the following persons at the following addresses and facsimile numbers, or such other persons, addresses or facsimile numbers as the Party receiving such notices or communications may subsequently direct in writing:
AIM VARIABLE INSURANCE FUNDS
A I M DISTRIBUTORS, INC.
11 Greenway Plaza, Suite 100
Houston, Texas 77046
Facsimile: (713) 993-9185
Attn: Peter A. Davidson, Esq.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
8515 East Orchard Road
Greenwood Village, Colorado 80111
Attn: Vice President, Institutional Insurance
cc: Beverly A. Byrne, V.P. Counsel and Associate Secretary
Section 10. Voting Procedures
Subject to the cost allocation procedures set forth in Section 3 hereof, G-WL&A will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. G-WL&A will vote Shares in accordance with timely instructions received from Participants. G-WL&A will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither G-WL&A nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. G-WL&A reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. G-WL&A shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other
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Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify G-WL&A of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, AVIF will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.
Section 11. Foreign Tax Credits
AVIF agrees to consult in advance with G-WL&A concerning any decision to elect or not to elect pursuant to Section 853 of the Code to pass through the benefit of any foreign tax credits to its shareholders.
Section 12. Indemnification
12.1 Of AVIF and AIM by G-WL&A
(a) Except to the extent provided in Sections 12.1(b) and 12.1(c), below, G-WL&A and
its designated affiliates agree to indemnify and hold harmless AVIF, AIM, their affiliates, and each person, if any, who controls AVIF, AIM, or their affiliates within the meaning of Section 15 of the 1933 Act and each of their respective trustees and officers, (collectively, the Indemnified Parties for purposes of this Section 12.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of G-WL&A or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Accounts 1933 Act registration statement, any Account Prospectus, the Contracts, or sales literature or advertising for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to G-WL&A or its designated affiliate by or on behalf of AVIF or AIM for use in any Accounts 1933 Act registration statement, any Account Prospectus, the |
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Contracts, or sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or
(ii) | arise out of or as a result of any other statements or representations (other than statements or representations contained in AVIFs 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of G-WL&A or their respective affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of G-WL&A or their respective affiliates or persons under their control (including, without limitation, their employees and persons associated with a member, as that term is defined in paragraph (q) of Article I of the NASDs By-Laws), in connection with the sale or distribution of the Contracts or Shares; or |
(iii) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIFs 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to AVIF, AIM or their affiliates by or on behalf of G-WL&A or their respective affiliates for use in AVIFs 1933 Act registration statement, AVIF Prospectus, sales literature or advertising of AVIF, or any amendment or supplement to any of the foregoing; or |
(iv) | arise as a result of any failure by G-WL&A or its designated affiliates to perform the obligations, provide the services and furnish the materials required of them under the terms of this Agreement, or any material breach of any representation and/or warranty made by G-WL&A or its designated affiliates in this Agreement or arise out of or result from any other material breach of this Agreement by G-WL&A or its designated affiliates; or |
(v) | arise as a result of failure by the Contracts issued by G-WL&A to qualify as annuity contracts or life insurance contracts under the Code, otherwise than by reason of any Funds failure to comply with Subchapter M or Section 817(h) of the Code. |
(b) Neither G-WL&A nor its designated affiliates shall be liable under this Section 12.1 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of that Indemnified Partys reckless disregard of obligations or duties (i) under this Agreement, or (ii) to AVIF or AIM.
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(c) Neither G-WL&A nor its designated affiliates shall be liable under this Section 12.1 with respect to any action against an Indemnified Party unless AVIF or AIM shall have notified G-WL&A and its designated affiliates in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify G-WL&A and its designated affiliates of any such action shall not relieve G-WL&A and its designated affiliates from any liability which they may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.1. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, G-WL&A and its designated affiliates shall be entitled to participate, at their own expense, in the defense of such action and also shall be entitled to assume the defense thereof, with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from G-WL&A or its designated affiliates to such Indemnified Party of G-WL&As or its designated affiliates election to assume the defense thereof, the Indemnified Party will cooperate fully with G-WL&A and its designated affiliates and shall bear the fees and expenses of any additional counsel retained by it, and neither LIFE COMPANY nor its designated affiliates will be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.
12.2 Of G-WL&A by AVIF and AIM
(a) Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e), below, AVIF and AIM agree to indemnify and hold harmless G-WL&A and its respective affiliates, and each person, if any, who controls G-WL&A or its respective affiliates within the meaning of Section 15 of the 1933 Act and each of their respective trustees and officers, (collectively, the Indemnified Parties for purposes of this Section 12.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of AVIF and/or AIM) or actions in respect thereof (including, to the extent reasonable, legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law, or otherwise; provided, the Account owns shares of the Fund and insofar as such losses, claims, damages, liabilities or actions:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in AVIFs 1933 Act registration statement, AVIF Prospectus or sales literature or advertising of AVIF (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to AVIF or its affiliates by or on behalf of G-WL&A, or its respective affiliates for use in AVIFs 1933 Act registration statement, |
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AVIF Prospectus, or in sales literature or advertising or otherwise for use in connection with the sale of Contracts or Shares (or any amendment or supplement to any of the foregoing); or
(ii) | arise out of or as a result of any other statements or representations (other than statements or representations contained in any Accounts 1933 Act registration statement, any Account Prospectus, sales literature or advertising for the Contracts, or any amendment or supplement to any of the foregoing, not supplied for use therein by or on behalf of AVIF, AIM or their affiliates and on which such persons have reasonably relied) or the negligent, illegal or fraudulent conduct of AVIF, AIM or their affiliates or persons under their control (including, without limitation, their employees and persons associated with a member as that term is defined in Section (q) of Article I of the NASD By-Laws), in connection with the sale or distribution of AVIF Shares; or |
(iii) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Accounts 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to G-WL&A or its respective affiliates by or on behalf of AVIF or AIM for use in any Accounts 1933 Act registration statement, any Account Prospectus, sales literature or advertising covering the Contracts, or any amendment or supplement to any of the foregoing; or |
(iv) | arise as a result of any failure by AVIF to perform the obligations, provide the services and furnish the materials required of it under the terms of this Agreement, or any material breach of any representation and/or warranty made by AVIF in this Agreement or arise out of or result from any other material breach of this Agreement by AVIF. |
(b) The parties agree that the foregoing indemnification by AVIF shall not apply to any acts or omissions of AIM. Except to the extent provided in Sections 12.2(c), 12.2(d) and 12.2(e) hereof, AVIF and AIM agree to indemnify and hold harmless the Indemnified Parties from and against any and all losses, claims, damages, liabilities (including amounts paid in settlement thereof with, the written consent of AVIF and/or AIM) or actions in respect thereof (including, to the extent reasonable, legal and other expenses) to which the Indemnified Parties may become subject directly or indirectly under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or actions directly or indirectly result from or arise out of the failure of any Fund to operate as a regulated investment company in compliance with (i) Subchapter M of the Code and regulations thereunder, or (ii) Section 817(h) of the Code and regulations thereunder, including,
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without limitation, any income taxes and related penalties, rescission charges, liability under state law to Participants asserting liability against G-WL&A pursuant to the Contracts, the costs of any ruling and closing agreement or other settlement with the IRS, and the cost of any substitution by G-WL&A of Shares of another investment company or portfolio for those of any adversely affected Fund as a funding medium for each Account that G-WL&A reasonably deems necessary or appropriate as a result of the noncompliance.
(c) Neither AVIF nor AIM shall be liable under this Section 12.2 with respect to any losses, claims, damages, liabilities or actions to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance by that Indemnified Party of its duties or by reason of such Indemnified Partys reckless disregard of its obligations and duties (i) under this Agreement, or (ii) to G-WL&A, UNDERWRITER, each Account or Participants.
(d) Neither AVIF nor AIM shall be liable under this Section 12.2 with respect to any action against an Indemnified Party unless the Indemnified Party shall have notified AVIF and/or AIM in writing within a reasonable time after the summons or other first legal process giving information of the nature of the action shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify AVIF or AIM of any such action shall not relieve AVIF or AIM from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this Section 12.2. Except as otherwise provided herein, in case any such action is brought against an Indemnified Party, AVIF and/or AIM will be entitled to participate, at its own expense, in the defense of such action and also shall be entitled to assume the defense thereof (which shall include, without limitation, the conduct of any ruling request and closing agreement or other settlement proceeding with the IRS), with counsel approved by the Indemnified Party named in the action, which approval shall not be unreasonably withheld. After notice from AVIF and/or AIM to such Indemnified Party of AVIFs or AIMs election to assume the defense thereof, the Indemnified Party will cooperate fully with AVIF and AIM and shall bear the fees and expenses of any additional counsel retained by it, and AVIF and AIM will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof, other than reasonable costs of investigation.
(e) In no event shall AVIF or AIM be liable under the indemnification provisions contained in this Agreement to any individual or entity, including, without limitation, G-WL&A or any other Participating Insurance Company or any Participant, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by G-WL&A or its designated affiliates hereunder or by any other Participating Insurance Company under an agreement containing substantially similar representations, warranties and covenants; (ii) the failure by G-WL&A or any other Participating Insurance Company to maintain its segregated asset account (which invests in any Fund) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by G-WL&A or any other Participating Insurance Company to maintain its variable annuity or
23
life insurance contracts (with respect to which any Fund serves as an underlying funding vehicle) as annuity contracts or life insurance contracts under applicable provisions of the Code.
12.3 Effect of Notice
Any notice given by the indemnifying Party to an Indemnified Party referred to in Sections 12.1(c) or 12.2(d) above of participation in or control of any action by the indemnifying Party will in no event be deemed to be an admission by the indemnifying Party of liability, culpability or responsibility, and the indemnifying Party will remain free to contest liability with respect to the claim among the Parties or otherwise.
12.4 | Successors |
A successor by law of any Party shall be entitled to the benefits of the indemnification contained in this Section 12.
Section 13. Applicable Law
This Agreement will be construed and the provisions hereof interpreted under and in accordance with Delaware law, without regard for that states principles of conflict of laws.
Section 14. Execution in Counterparts
This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.
Section 15. Severability
If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
Section 16. Rights Cumulative
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, that the Parties are entitled to under federal and state laws.
24
Section 17. Headings
The Table of Contents and headings used in this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions of this Agreement.
Section 18. Confidentiality
AVIF acknowledges that the identities of the customers of G-WL&A or any of its affiliates (collectively, the G-WL&A Protected Parties for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the G-WL&A Protected Parties or any of their employees or agents in connection with G-WL&As performance of its duties under this Agreement are the valuable property of the G-WL&A Protected Parties. AVIF agrees that if it comes into possession of any list or compilation of the identities of or other information about the G-WL&A Protected Parties customers, or any other information or property of the G-WL&A Protected Parties, other than such information as may be independently developed or compiled by AVIF from information supplied to it by the G-WL&A Protected Parties customers who also maintain accounts separate from those Accounts registered by G-WL&A directly with AVIF, AVIF will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with G-WL&As prior written consent; or (b) as required by law or judicial process. G-WL&A acknowledges that the identities of the customers of AVIF or any of its affiliates (collectively, the AVIF Protected Parties for purposes of this Section 18), information maintained regarding those customers, and all computer programs and procedures or other information developed by the AVIF Protected Parties or any of their employees or agents in connection with AVIFs performance of its duties under this Agreement are the valuable property of the AVIF Protected Parties. G-WL&A agrees that if it comes into possession of any list or compilation of the identities of or other information about the AVIF Protected Parties customers or any other information or property of the AVIF Protected Parties, other than such information as may be independently developed or compiled by G-WL&A from information supplied to it by the AVIF Protected Parties customers who also maintain accounts directly with G-WL&A, G-WL&A will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with AVIFs prior written consent; or (b) as required by law or judicial process. Each party acknowledges that any breach of the agreements in this Section 18 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.
Section 19. Trademarks and Fund Names
(a) Except as may otherwise be provided in a License Agreement among A I M Management Group Inc., G-WL&A or its designated affiliates, neither G-WL&A nor its designated affiliates or any of their respective affiliates, shall use any trademark, trade name, service mark or
25
logo of AVIF, AIM or any of their respective affiliates, or any variation of any such trademark, trade name, service mark or logo, without AVIFs or AIMs prior written consent, the granting of which shall be at AVIFs or AIMs sole option.
(b) Except as otherwise expressly provided in this Agreement, neither AVIF, its investment adviser, its principal underwriter, or any affiliates thereof shall use any trademark, trade name, service mark or logo of G-WL&A or any of its affiliates, or any variation of any such trademark, trade name, service mark or logo, without G-WL&As prior written consent, the granting of which shall be at G-WL&As sole option.
Section 20. Parties to Cooperate
Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including, without limitation, the SEC, the NASD and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records (including copies thereof) in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Section 21. Amendments; Need For
No provision of this Agreement may be amended or modified in any manner except by mutual written agreement executed by all parties hereto. The Parties shall, from time to time, review this Agreement to determine the extent to which an amendment thereto may be necessary or appropriate to reflect changes in applicable law or regulation, and shall cooperate in implementing any such amendment in a timely manner, it being understood and agreed to that no such amendment shall take effect except upon mutual written agreement of all Parties as stated above.
Section 22. Force Majeure
Each Party shall be excused from the performance of any of its obligations to the other where such nonperformance is occasioned by any event beyond its control which shall include, without limitation, any applicable order, rule or regulation of any federal, state or local body, agency or instrumentality with jurisdiction, work stoppage, accident, natural disaster, war, acts of terrorism or civil disorder, provided that the Party so excused shall use all reasonable efforts to minimize its nonperformance and overcome, remedy, cure or remove such event as soon as is reasonably practicable, and such performance shall be excused only for so long as, in any given case, the force or circumstances making performance impossible shall exist.
26
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.
AIM VARIABLE INSURANCE FUNDS | ||||||||
Attest: |
/s/ Jim A. Coppedge |
By: |
/s/ Robert H. Graham | |||||
Name: |
Jim A. Coppedge |
Name: |
Robert H. Graham | |||||
Title: |
Assistant Secretary |
Title: |
President | |||||
A I M DISTRIBUTORS, INC. | ||||||||
Attest: |
/s/ Jim A. Coppedge |
By: |
/s/ Gene L. Needles | |||||
Name: |
Jim A. Coppedge |
Name: |
Gene L. Needles | |||||
Title: |
Assistant Secretary |
Title: |
President | |||||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, as Underwriter and on behalf of itself and its separate accounts and its Affiliate | ||||||||
Attest: |
|
By: |
/s/ Ron Laeyendecker | |||||
Name: |
|
Name: |
Ron Laeyendecker | |||||
Title: |
Vice President |
|
Title: |
Vice President |
27
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
AIM V.I. Aggressive Growth Fund AIM V.I. Balanced Fund AIM V.I. Basic Value Fund AIM V.I. Blue Chip Fund AIM V.I. Capital Appreciation Fund AIM V.I. Capital Development Fund AIM V.I. Core Equity Fund AIM V.I. Dent Demographic Trends Fund AIM V.I. Diversified Income Fund AIM V.I. Government Securities Fund AIM V.I. Growth Fund AIM V.I. High Yield Fund AIM V.I. International Growth Fund AIM V.I. Large Cap Growth Fund AIM V.I. Mid Cap Core Equity Fund |
AIM V.I. Money Market Fund AIM V.I. Premier Equity Fund AIM V.I. Real Estate Fund AIM V.I. Small Cap Equity Fund INVESCO VIF Core Equity Fund (name will be changed to AIM V.I. Core Stock Fund on October 15, 2004) INVESCO VIF Dynamics Fund (name will be changed to AIM V.I. Dynamics Fund on October 15, 2004) INVESCO VIF Financial Services Fund (name will be changed to AIM V.I. Financial Services Fund on October 15, 2004) INVESCO VIF Health Sciences Fund (name will be changed to AIM V.I. Health Sciences Fund on October 15, 2004) INVESCO VIF Leisure Fund (name will be changed to AIM V.I. Leisure Fund on October 15, 2004) INVESCO VIF Small Company Growth Fund (name will be changed to AIM V.I. Small Company Growth Fund on October 15, 2004) INVESCO VIF Technology Fund (name will be changed to AIM V.I. Technology Fund on October 15, 2004) INVESCO VIF Total Return Fund (name will be changed to AIM V.I. Total Return Fund on October 15, 2004) INVESCO VIF Utilities Fund (name will be changed to AIM V.I. Utilities Fund on October 15, 2004) |
28
SEPARATE ACCOUNTS UTILIZING THE FUNDS
CONTRACTS |
FORM NUMBERS | |
Future Funds Series Account |
GTDAMF92 Vol | |
GTGAMF92 ER | ||
GTMSG184-1 | ||
GTSAMF191 | ||
COLI VUL 2 Series Account |
J355 | |
COLI VUL 7 Series Account |
J350 |
29
SCHEDULE B
AIMs PRICING ERROR POLICIES
Determination of Materiality
In the event that AIM discovers an error in the calculation of the Funds net asset value, the following policies will apply:
If the amount of the error is less than $.01 per share, it is considered immaterial and no adjustments are made.
If the amount of the error is $.01 per share or more, then the following thresholds are applied:
a. | If the amount of the difference in the erroneous net asset value and the correct net asset value is less than .5% of the correct net asset value, AIM will reimburse the affected Fund to the extent of any loss resulting from the error. No other adjustments shall be made. |
b. | If the amount of the difference in the erroneous net asset value and the correct net asset value is .5% of the correct net asset value or greater, then AIM will determine the impact of the error to the affected Fund and shall reimburse such Fund (and/or G-WL&A, as appropriate, such as in the event that the error was not discovered until after G-WL&A processed transactions using the erroneous net asset value) to the extent of any loss resulting from the error. To the extent that an overstatement of net asset value per share is detected quickly and G-WL&A has not mailed redemption checks to Participants, G-WL&A and AIM agree to examine the extent of the error to determine the feasibility of reprocessing such redemption transaction (for purposes of reimbursing the Fund to the extent of any such overpayment). In no event shall G-WL&A be liable to Participants for any such adjustments or underpayment amounts unless the error is due to G-WL&As own willful misfeasance, bad faith, or gross negligence. A pricing error within categories (a) or (b) above shall be deemed to be materially incorrect or constitute a material error for purposes of this Agreement. |
Reprocessing Cost Reimbursement
To the extent a reprocessing of Participant transactions is required pursuant to paragraph (b), above, AIM shall reimburse G-WL&A for G-WL&As reprocessing costs in an amount not to exceed $1.00 per contract affected by $10 or more.
30
SCHEDULE C
EXPENSE ALLOCATIONS
G-WL&A
|
AVIF / AIM
| |||
preparing and filing the Accounts registration statement | Preparing and filing the Funds registration statement | |||
text composition for Account prospectuses and supplements | text composition for Fund prospectuses and supplements | |||
text alterations of prospectuses (Account) and supplements (Account) | text alterations of prospectuses (Fund) and supplements (Fund) | |||
printing Account and Fund prospectuses and supplements | a camera ready Fund prospectus | |||
text composition and printing Account SAIs | text composition and printing Fund SAIs | |||
mailing and distributing Account SAIs to policy owners upon request by policy owners | mailing and distributing Fund SAIs to policy owners upon request by policy owners | |||
mailing and distributing prospectuses (Account and Fund) and supplements (Account and Fund) to policy owners of record as required by Federal Securities Laws and to prospective purchasers | ||||
text composition (Account), printing, mailing, and distributing annual and semi-annual reports for Account (Fund and Account as, applicable) | text composition of annual and semi-annual reports (Fund) | |||
text composition, printing, mailing, distributing, and tabulation of proxy statements and voting instruction solicitation materials to policy owners with respect to proxies related to the Account | text composition, printing, mailing, distributing and tabulation of proxy statements and voting instruction solicitation materials to policy owners with respect to proxies related to the Fund
| |||
If required by G-WLA: preparation, printing and distributing sales material and advertising relating to the Accounts, insofar as such materials relate to the Contracts and filing such materials with and obtaining approval from, the SEC, the NASD, any state insurance regulatory authority, and any other appropriate regulatory authority, to the extent required
|
31
AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Participation Agreement (the Agreement), dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company (G-WL&A), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an Account, and collectively, the Accounts); and as the principal underwriter of the Contracts (UNDERWRITER), is hereby amended as follows:
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
AIM V.I. Aggressive Growth Fund AIM V.I. Basic Balanced Fund AIM V.I. Basic Value Fund AIM V.I. Blue Chip Fund AIM V.I. Capital Appreciation Fund AIM V.I. Capital Development Fund AIM V.I. Core Equity Fund AIM V.I. Demographic Trends Fund AIM V.I. Diversified Income Fund AIM V.I. Government Securities Fund AIM V.I. Growth Fund AIM V.I. High Yield Fund AIM V.I. International Growth Fund AIM V.I. Large Cap Growth Fund |
AIM V.I. Mid Cap Core Equity Fund AIM V.I. Money Market Fund AIM V.I. Premier Equity Fund AIM V.I. Real Estate Fund AIM V.I. Small Cap Equity Fund AIM V.I. Core Stock Fund AIM V.I. Dynamics Fund AIM V.I. Financial Services Fund AIM V.I. Global Health Care Fund AIM V.I. Leisure Fund AIM V.I. Small Company Growth Fund AIM V.I. Technology Fund AIM V.I. Total Return Fund AIM V.I. Utilities Fund |
SEPARATE ACCOUNTS UTILIZING THE FUNDS
CONTRACTS |
FORM NUMBERS | |
Future Funds Series Account |
GTDAMF92 Vol | |
GTGAMF92 ER | ||
GTMSG184-1 | ||
GTSAMF191 | ||
COLI VUL 2 Series Account |
J355 | |
COLI VUL 7 Series Account |
J350 | |
Charles Schwab & Co., Inc. |
J444MMFAPP | |
Schwab Variable Annuity |
J444SAAPP | |
J434VAROR |
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
Effective date: April 30, 2004
AIM VARIABLE INSURANCE FUNDS | ||||||||
Attest: |
/s/ Jim A. Coppedge |
By: |
/s/ Robert H. Graham | |||||
Name: |
Jim A. Coppedge |
Name: |
Robert H. Graham | |||||
Title: |
Assistant Secretary |
Title: |
President | |||||
A I M DISTRIBUTORS, INC. | ||||||||
Attest: |
/s/ P. Michelle Grace |
By: |
/s/ Gene L. Needles | |||||
Name: |
P. Michelle Grace |
Name: |
Gene L. Needles | |||||
Title: |
Assistant Secretary |
Title: |
President | |||||
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | |||||||
Attest: |
/s/ Ryan Logsdon |
By: |
/s/ Chris Bergeon | |||||
Name: |
Ryan Logsdon |
Name: |
Chris Bergeon | |||||
Title: |
Sr. Associate Counsel |
Title: |
VP |
2
AMENDMENT NO. 4
PARTICIPATION AGREEMENT
The Participation Agreement (the Agreement), dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company (G-WL&A), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an Account, and collectively, the Accounts); and as the principal underwriter of the Contracts (UNDERWRITER), is hereby amended as follows:
WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds). All references to AIM Variable Insurance Funds is hereby deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds);
WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. Effective April 30, 2010, Invesco Aim Distributors, Inc. was renamed Invesco Distributors, Inc. All references to Invesco Aim Distributors, Inc. is hereby deleted and replaced with Invesco Distributors, Inc.
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
SEPARATE ACCOUNTS UTILIZING THE FUNDS
ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
Effective date: April 30, 2010
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) | ||||||||
Attest: |
/s/ Peter Davidson |
|
By: |
/s/ John M. Zerr | ||||
Name: |
Peter Davidson |
Name: |
John M. Zerr | |||||
Title: |
Assistant Secretary |
Title: |
Senior Vice President | |||||
INVESCO DISTRIBUTORS, INC. | ||||||||
Attest: |
/s/ Peter Davidson |
By: |
/s/ John S. Cooper | |||||
Name: |
Peter Davidson |
Name: |
John S. Cooper | |||||
Title: |
Assistant Secretary |
Title: |
President | |||||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | ||||||||
Attest: |
/s/ Michael Siedschlag |
By: |
/s/ Susan Gile | |||||
Name: |
Michael Siedschlag |
Name: |
Susan Gile | |||||
Title: |
BOLI/COLI Fund Manager |
Title: |
V.P. Individual Markets |
AMENDMENT NO. 5
PARTICIPATION AGREEMENT
The Participation Agreement (the Agreement), dated April 30, 2014, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust; Invesco Distributors, Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company (GWL&A), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an Account, and collectively, the Accounts); and as the principal underwriter of the Contracts (UNDERWRITER), is hereby amended as follows:
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
ALL SERIES I AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
SEPARATE ACCOUNTS UTILIZING THE FUNDS AND CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
CONTRACTS |
FORM NUMBERS | |
Future Funds Series Account |
GTDAMF92 Vol | |
GTGAMF92 ER | ||
GTSMF184-1 | ||
GTSAMF191 | ||
COLI VUL 2 Series Account |
J355 | |
COLI VUL 4 Series Account |
J500 | |
COLI VUL 7 Series Account |
J350 | |
COLI VUL 14 Series Account |
ICC13-J600/J600 | |
Charles Schwab & Co., Inc. |
J444MMFAPP | |
Schwab Variable Annuity |
J444SAAPP | |
J434VAROR |
1
PAA-AMD5-GREATWEST-PPLI_INVESCO
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
Effective date: November 6, 2013.
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) | ||||||||
Attest: |
/s/ Veronica Castillo |
|
By: |
/s/ John M. Zerr | ||||
Name: |
Veronica Castillo |
Name: |
John M. Zerr | |||||
Title: |
Assistant Secretary |
Title: |
Senior Vice President | |||||
INVESCO DISTRIBUTORS, INC. | ||||||||
Attest: |
/s/ Veronica Castillo |
By: |
/s/ Brian Thorp | |||||
Name: |
Veronica Castillo |
Name: |
Brian Thorp | |||||
Title: |
Assistant Secretary |
Title: |
Vice President | |||||
GREAT-WEST LIFE & ANNUlTY INSURANCE COMPANY | ||||||||
Attest: |
/s/ Andy Blomquist |
By: |
/s/ Susan Gile | |||||
Name: |
Andy Blomquist |
Name: |
Susan Gile | |||||
Title: |
Senior Product Associate |
Title: |
V.P. Individual Markets |
2
FUND PARTICIPATION AGREEMENT
TABLE OF CONTENTS
ARTICLE I. |
Sale of Fund Shares |
3 | ||||
ARTICLE II. |
Representations and Warranties |
7 | ||||
ARTICLE III. |
Prospectuses and Proxy Statements; Voting |
11 | ||||
ARTICLE IV. |
Sales Material and Information |
13 | ||||
ARTICLE V. |
Fees and Expenses |
15 | ||||
ARTICLE VI. |
Diversification and Qualification |
16 | ||||
ARTICLE VII. |
Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order |
19 | ||||
ARTICLE VIII. |
Indemnification |
23 | ||||
ARTICLE IX. |
Applicable Law |
32 | ||||
ARTICLE X. |
Termination |
32 | ||||
ARTICLE XI. |
Notices |
35 | ||||
ARTICLE XII. |
Miscellaneous |
36 | ||||
SCHEDULE A |
Contracts |
40 | ||||
SCHEDULE B |
Designated Portfolios |
41 | ||||
SCHEDULE C |
Reports per Section 6.6 |
42 | ||||
SCHEDULE D |
Expenses |
44 | ||||
SCHEDULE E |
Administrative Services |
47 |
PARTICIPATION AGREEMENT
Among
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
THE ALGER AMERICAN FUND,
FRED ALGER MANAGEMENT, INC.,
and
FRED ALGER & COMPANY, INCORPORATED
THIS AGREEMENT, made and entered into as of this 13th day of September, 1999 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter GWL&A), a Colorado life insurance company, on its own behalf and on behalf of its Separate Account COLI VUL Series Account 2 and the FutureFunds Series Account (collectively, the Account); THE ALGER AMERICAN FUND, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the Fund); FRED ALGER MANAGEMENT, INC. (hereinafter the Adviser), a New York Corporation; and FRED ALGER & COMPANY, INCORPORATED (hereinafter the Distributor), a Delaware corporation.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the Variable Insurance Products) to be offered by insurance companies, including GWL&A, which have entered into participation agreements similar to this Agreement (hereinafter Participating Insurance Companies); and
WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a Portfolio and representing the interest in a particular managed portfolio of securities and other assets; and
1
WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (hereinafter the SEC), dated February 17, 1989 (File No. 812-7076), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (Qualified Plans) (hereinafter the Mixed and Shared Funding Exemptive Order); and
WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolio(s) are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the 1934 Act) and is a member in good standing of the National Association of Securities Dealers, Inc. (the NASD); and
WHEREAS, GWL&A has registered certain variable life and annuity contracts supported wholly or partially by the Account (the Contracts) under the 1933 Act and said Contracts are listed in Schedule A attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement; and
WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GWL&A, under the insurance laws of the State of Colorado, to set aside and invest assets attributable to the Contracts; and
2
WHEREAS, GWL&A has registered the Account as a unit investment trust under the 1940 Act and has registered the securities deemed to be issued by the Account under the 1933 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, GWL&A intends to purchase shares in the Portfolio(s) listed in Schedule B attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement (the Designated Portfolio(s)), on behalf of the Account to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts such as the Account at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Account also intends to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Account to fund the Contracts; and
NOW, THEREFORE, in consideration of their mutual promises, GWL&A, the Fund, the Distributor and the Adviser agree as follows:
ARTICLE I. | Sale of Fund Shares |
1.1. The Fund agrees to sell to GWL&A those shares of the Designated Portfolio(s) which the Account orders, executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Portfolios. For purposes of this Section 1.1, GWL&A shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such order by 10:00 a.m. Eastern time on the next following Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.
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1.2. The Fund agrees to make shares of the Designated Portfolio(s) available for purchase at the applicable net asset value per share by GWL&A on behalf of the Account on those days on which the Fund calculates its Designated Portfolio(s) net asset value pursuant to rules of the SEC, and the Fund shall calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the Board) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.
1.3. The Fund will not sell shares of the Designated Portfolio(s) to any other Participating Insurance Company separate account unless an agreement containing provisions substantially the same as Sections 2.1, 3.5, 3.6, 3.7, and Article VII of this Agreement is in effect to govern such sales.
1.4. The Fund agrees to redeem for cash, on GWL&As request, any full or fractional shares of the Fund held by GWL&A, executing such requests on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption, consistent with Section 22 (e) of the 1940 Act and any applicable rules thereunder. Requests for redemption identified by GWL&A, or its agent, as being in connection with surrenders, annuitizations, or death benefits under the Contracts, upon prior written notice, may be executed within seven (7) calendar days after receipt by the Fund or its designee of the requests for redemption. This Section 1.4 may be amended, in writing, by the parties consistent with the requirements of the 1940 Act and interpretations thereof. For purposes of this Section 1.4, GWL&A shall be the designee of the Fund for receipt of requests for redemption and receipt by such designee shall constitute receipt by the Fund, provided that the
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Fund receives notice of any such request for redemption by 10:00 a.m. Eastern time on the next following Business Day.
1.5. The Parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Funds shares may be sold to other Participating Insurance Companies (subject to Section 1.3 and Article VI hereof) and the cash value of the Contracts may be invested in other investment companies.
1.6. GWL&A shall pay for Fund shares by 5:30 p.m. Eastern time on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire and/or by a credit for any shares redeemed the same day as the purchase.
1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund shares by 5:30 p.m. Eastern Time on the next Business Day after a redemption order is received in accordance with Section 1.4 hereof, except that payment may be delayed if, for example, the Funds cash position so requires or if extraordinary market conditions exist, but in no event shall payment be delayed for a period greater than is permitted by the 1940 Act. Payment shall be in federal funds transmitted by wire and/or a credit for any shares purchased the same day as the redemption.
1.8. Issuance and transfer of the Funds shares will be by book entry only. Stock certificates will not be issued to GWL&A or the Account. Shares ordered from the Fund will be recorded in an appropriate title for the Account or the appropriate sub-account of the Account.
1.9. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to GWL&A of any income, dividends or capital gain distributions payable on the Designated Portfolio(s) shares. GWL&A hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio.
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GWL&A reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify GWL&A by the end of the next following Business Day of the number of shares so issued as payment of such dividends and distributions.
1.10. The Fund shall make the net asset value per share (NAV) for each Designated Portfolio available to GWL&A on each Business Day as soon as reasonably practical after NAV is calculated and shall use its best efforts to make such NAV available by 6:00 p.m. Eastern time. In the event of a material error in the computation of a Designated Portfolios NAV or any dividend or capital gain distribution (each, a pricing error), which results in adjustments to Contractowners accounts, the Adviser or the Fund shall immediately notify GWL&A as soon as possible after the discovery of the error. Such notification may be verbal, but shall be confirmed promptly in writing in accordance with Article XI of this Agreement. A pricing error shall be corrected as follows: (a) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share, but less than 1/2 of 1% of the Designated Portfolios NAV at the time of the error, then the Adviser shall either reimburse the Designated Portfolio for any loss, after taking into consideration any positive effect of such error and no adjustments to Contractowner accounts need be made, or, in the Advisers discretion, the procedures described in item (b) shall be followed; and (b) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than 1/2 of 1% of the Designated Portfolios NAV at the time of the error, then the Adviser shall reimburse the Designated Portfolio for any unrecovered excess redemption proceeds (as defined below) and shall reimburse GWL&A for its reasonable costs of adjustments made to correct Contractowner accounts in accordance with the provisions of Schedule D. If an adjustment is necessary to correct an error of category (b) above, which has caused Contractowners to receive less than the amount of shares or redemption proceeds to which they are entitled, or is elected by the Adviser in connection with an error of category (a), the number of shares of the applicable account of each such Contractowners will be adjusted and the amount of any underpayments on redemption transactions not corrected by such adjustment shall be credited by the Fund to GWL&A for crediting of such amounts to the applicable Contractowners accounts. In the event an NAV pricing error results in a Contractowners receiving redemption proceeds in an
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amount which is $500 or more in excess of the amount that such Contractowner would have received with the correct NAV (such amount being the excess redemption proceeds), then the effect of such overpayment shall be corrected, to the extent possible, by an adjustment to the number of shares in the Contractowners account and GWL&A agrees that it will make a good faith attempt to collect such excess proceeds not accounted for by such adjustment. Any overpayments that have not yet been paid to Contractowners will be remitted to the Fund by GWL&A upon notification by the Adviser of such overpayment. In no event shall GWL&A be liable to Contractowners for any such adjustments or underpayment amounts, other than amounts paid by the Fund or Adviser for crediting Contractowner amounts, other than amounts paid by the Fund or Adviser for crediting to Contractowner Accounts as set forth above. No provision in this section 1.10 shall require the adjustment of a Contractowners account if the adjustment required for that account is less then $25. A pricing error within categories (a) or (b) above shall be deemed to be materially incorrect or constitute a material error for purposes of this Agreement.
The standards set forth in this Section 1.10 are based on the Parties understanding of the views expressed by the staff of the SEC as of the date of this Agreement. In the event the views of the SEC staff are later modified or superseded by SEC or judicial interpretation, the parties shall amend the foregoing provisions of this Agreement to comport with the appropriate applicable standards, on terms mutually satisfactory to all Parties.
ARTICLE II. Representations and Warranties
2.1. GWL&A represents and warrants that the Contracts and the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. GWL&A further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale of units thereof as a segregated asset
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account under Section 10-7-401, et. seq. of the Colorado Insurance Law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law.
2.2. The Fund represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of the shares of the Designated Portfolio(s).
2.3. The Fund reserves the right to adopt a plan pursuant to Rule 12b-l under the 1940 Act and to impose an asset-based or other charge to finance distribution expenses as permitted by applicable law and regulation. In any event, the Fund and Adviser agree to comply with applicable provisions and SEC staff interpretations of the 1940 Act to assure that the investment advisory or management fees paid to the Adviser by the Fund are in accordance with the requirements of the 1940 Act. To the extent that the Fund decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its Board, a majority of whom are not interested persons of the Fund, formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses.
2.4. The Fund represents and warrants that it will make every effort to ensure that the investment policies, fees and expenses of the Designated Portfolio(s) are and shall at all times remain in compliance with the insurance and other applicable laws of the State of Colorado and any other applicable state to the extent required to perform this Agreement. The Fund further represents and warrants that it will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with the insurance laws of the State of Colorado and all applicable state insurance
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and securities laws. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law. GWL&A and the Fund will endeavor to mutually cooperate with respect to the implementation of any modifications necessitated by any change in state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a Law Change), and to keep each other informed of any Law Change that becomes known to either party. In the event of a Law Change, the Fund agrees that, except in those circumstances where the Fund has advised GWL&A that its Board of Directors has determined that implementation of a particular Law Change is not in the best interest of all of the Funds shareholders with an explanation regarding why such action is lawful, any action required by a Law Change will be taken.
2.5. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.
2.6. The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of New York and any applicable state and federal securities laws.
2.7. The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.
2.8. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the
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minimal coverage required by Rule 17g-l under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.9. The Fund will provide GWL&A with as much advance notice as is reasonably practicable of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated Portfolio(s) and consult with GWL&A in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them in conjunction with regular annual updates of the prospectus for the Contracts. The Fund agrees to share equitably in expenses incurred by GWL&A as a result of actions taken by the Fund, consistent with the allocation of expenses contained in Schedule D attached hereto and incorporated herein by reference.
2.10. GWL&A represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended (the Code), that the Contracts are currently and at the time of issuance will be treated as life insurance or annuity contracts, as applicable, under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, GWL&A represents and warrants that the Account is a segregated asset account and that interests in the Account are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. GWL&A will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. GWL&A represents and warrants that
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it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
ARTICLE III. | Prospectuses and Proxy Statements; Voting |
3.1. Annually, or more often, should an amended prospectus be filed within 12 months of its predecessor, the Adviser or Distributor shall provide GWL&A with as many copies of the Funds current prospectus for the Designated Portfolio(s) as GWL&A may reasonably request for marketing purposes (including distribution to Contractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule D hereof. If requested by GWL&A in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a camera-ready copy and computer diskette of the current prospectus for the Designated Portfolio(s)) and other assistance as is reasonably necessary in order for GWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Funds prospectus for the Designated Portfolio(s) printed together in one document. The Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may be in the Fund unless required by law.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Fund be distributed to all Contractowners, then the Fund, Distributor and/or the Adviser shall provide GWL&A with copies of the Funds SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule D hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contractowners. The Adviser, Distributor and/or the Fund shall also provide SAIs to any Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A).
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3.3. The Fund, Distributor and/or Adviser shall provide GWL&A with copies of the Funds proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule D hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contractowners.
3.4. It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party, GWL&A is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law GWL&A shall:
(i) | solicit voting instructions from Contractowners; |
(ii) |
vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contractowners: and |
(iii) |
vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contractowners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. |
3.6. GWL&A shall be responsible for assuring that each of its separate accounts holding shares of a Designated Portfolio calculates voting privileges and the Fund shall provide GWL&A with appropriate assistance in fulfilling such responsibility. The Fund agrees to promptly notify
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GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. GWL&A shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that GWL&A, respectively, develops or proposes to use and in which the Fund (or a Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is named in connection with the Contracts, at least ten (10) Business Days prior to its use. No such material shall be used if the Fund objects to such use within five (5) Business Days after receipt of such material. If sales literature or promotional material goes beyond naming the Fund, a Designated Portfolio, the Adviser or the Distributor, GWL&A shall obtain from the Fund or its designee affirmative written approval to use such material.
4.2. GWL&A shall not give any information or make any representations or statements on behalf of or concerning the Fund, the Adviser or the Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the permission of the Fund, Distributor or Adviser.
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4.3. The Fund or the Adviser shall furnish, or shall cause to be furnished, to GWL&A, a copy of each piece of sales literature or other promotional material in which GWL&A and/or those separate account(s) connected with the transactions contemplated by this Agreement, is named at least ten (10) Business Days prior to its use. No such material shall be used if GWL&A objects to such use within five (5) Business Days after receipt of such material.
4.4. The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of GWL&A or concerning GWL&A, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by GWL&A or its designee, except with the permission of GWL&A.
4.5. The Fund will provide to GWL&A at least one complete copy of all registration statements, prospectuses, SAIs, sales literature and other promotional materials which refer to GWL&A and/or those separate accounts connected with the transactions contemplated by this Agreement, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or NASD or other regulatory authorities.
4.6. GWL&A will provide to the Fund at least one complete copy of all registration statements, prospectuses, SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials which refer to GWL&A, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, contemporaneously with the filing of such document(s) with the SEC, NASD, or other regulatory authority.
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4.7. For purposes of Articles IV and VIII, the phrase sales literature and other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., online networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.
4.8. At the request of any party to this Agreement, each other party will make available to the other partys independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any partys obligations under this Agreement.
ARTICLE V. Fees and Expenses
5.1. The Fund and the Adviser shall pay no fee or other compensation to GWL&A under this Agreement, other than pursuant to Schedule E attached hereto and incorporated herein by reference, and GWL&A shall pay no fee or other compensation to the Fund or Adviser under this Agreement, although the parties hereto will bear certain expenses in accordance with Schedule D, Articles III, V, and other provisions of this Agreement.
5.2. All expenses incident to performance by the Fund, the Distributor and the Adviser under this Agreement shall be paid by the appropriate party, as further provided in Schedule D.
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The Fund shall see to it that all shares of the Designated Portfolio(s) are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent required, in accordance with applicable state laws prior to their sale.
5.3. The parties shall bear the expenses of routine annual distribution (mailing costs) of the Funds prospectus and distribution (mailing costs) of the Funds proxy materials and reports to owners of Contracts offered by GWL&A, in accordance with Schedule D.
5.4. The Fund, the Distributor and the Adviser acknowledge that a principal feature of the Contracts is the Contractowners ability to choose from a number of unaffiliated mutual funds (and portfolios or series thereof), including the Designated Portfolio(s) and the Unaffiliated Funds, and to transfer the Contracts cash value between funds and portfolios. The Fund, the Distributor and the Adviser agree to not interfere with GWL&A in facilitating the operation of the Account and the Contracts as described in the prospectus for the Contracts, including but not limited to not interfering with facilitating transfers between Unaffiliated Funds.
5.5. GWL&A agrees to provide certain administrative services, specified in Schedule E attached hereto and incorporated herein by reference, in connection with the arrangements contemplated by this Agreement. The parties acknowledge and agree that the services referred to in this Section 5.5 are recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services only and are not the services of an underwriter or a principal underwriter of the Fund and that GWL&A is not an underwriter for the shares of the Designated Portfolio(s), within the meaning of the 1933 Act or the 1940 Act.
ARTICLE VI. Diversification and Qualification
6.1. The Fund, Distributor and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury
16
Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund and the Distributor agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans.
6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public.
6.3. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.4. The Fund, Distributor or Adviser will notify GWL&A immediately upon having a reasonable basis for believing that the Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future.
6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to GWL&A, the Adviser or Distributor will pay all costs associated with or arising out of any failure of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to GWL&A and any federal income taxes or tax penalties and interest thereon (or toll
17
charges or exactments or amounts paid in settlement) incurred by GWL&A with respect to itself or owners of its Contracts in connection with any such failure.
6.6. The Fund at the Funds expense shall provide GWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule C and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non- compliance.
6.7. GWL&A agrees that if the Internal Revenue Service (IRS) asserts in writing in connection with any governmental audit or review of GWL&A or, to GWL&As knowledge, or any Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or GWL&A otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure:
(a) GWL&A shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim;
(b) GWL&A shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure;
(c) GWL&A shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent;
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(d) any written materials to be submitted by GWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by GWL&A to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission;
(e) GWL&A shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of GWL&A) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure;
(f) GWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, GWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorneys fees, incurred by GWL&A in complying with this clause (f).
ARTICLE VII. | Potential Conflicts and Compliance With |
Mixed and Shared Funding Exemptive Order |
7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund
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and determine what action, if any, should be taken in response to such conflict. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform GWL&A if it determines that an irreconcilable material conflict exists and the implications thereof.
7.2. GWL&A will report any potential or existing conflicts of which it is aware to the Board. GWL&A will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by GWL&A to inform the Board whenever contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by GWL&A with a view only to the interests of its Contractowners.
7.3. If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, the Distributor, the Adviser or any sub-adviser to any of the Designated Portfolios (the Independent Directors), that a material irreconcilable conflict exists, GWL&A and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation
20
should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision by GWL&A to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, GWL&A may be required, at the Funds election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Adviser, the Distributor and the Fund shall continue to accept and implement orders by GWL&A for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to GWL&A conflicts with the majority of other state regulators, then GWL&A will withdraw the Accounts investment in the Fund and terminate this Agreement within six months after the Board informs GWL&A in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by GWL&A for the purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately
21
remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. GWL&A shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contractowners affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then GWL&A will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs GWL&A in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Independent Directors.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall be deemed modified to the extent necessary also to comply with the terms and conditions contained in such Rule(s) as so amended or adopted.
7.8 GWL&A shall at least annually submit to the Board of Trustees of the Fund such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the obligations imposed upon them by the Mixed and Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board of Trustees.
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ARTICLE VIII. Indemnification
8.1. Indemnification By GWL&A
8.1(a). GWL&A agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of GWL&A) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to GWL&A by or on behalf of the Adviser, Distributor or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by GWL&A or persons under its control) or wrongful conduct of GWL&A or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be |
23
stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of GWL&A; or |
(iv) | arise as a result of any failure by GWL&A to provide the services and furnish the materials under the terms of this Agreement; or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by GWL&A in this Agreement or arise out of or result from any other material breach of this Agreement by GWL&A, including without limitation Section 2.11 and Section 6.7 hereof, |
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). GWL&A shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.1(c). GWL&A shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified GWL&A in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify GWL&A of any such claim shall not relieve GWL&A from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that GWL&A has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, GWL&A shall be entitled to participate, at its own expense, in the defense of such action. GWL&A also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from GWL&A to such party of GWL&As election to assume the defense
24
thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and GWL&A will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify GWL&A of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.
8.2. Indemnification by the Adviser
8.2(a). The Adviser agrees to indemnify and hold harmless GWL&A and its directors and officers and each person, if any, who controls GWL&A within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of GWL&A for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Fund shares; or |
25
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to GWL&A by or on behalf of the Adviser, the Distributor or the Fund; or |
(iv) | arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements of Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or |
(vi) | arise out of or result from the materially incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; |
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof.
8.2(b). The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified
26
Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.2(c). The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Advisers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.2(d). GWL&A agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
8.3. Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold harmless GWL&A and its directors and officers and each person, if any, who controls GWL&A within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.3) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the
27
written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and:
(i) | arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(ii) | arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; |
as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Fund has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund shall also be entitled to
28
assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Funds election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.3(d). GWL&A each agrees to promptly notify the Fund of the commencement of any litigation or proceeding against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.
8.3(e). It is understood and agreed that no liability of the Fund pursuant to this section 8.3 shall extend to the assets of any portfolio of the Fund other than the Designated Portfolio(s), or where the failure or breach giving rise to such liability relates to a single Designated Portfolio, to the assets of any other Designated Portfolio.
8.4. Indemnification by the Distributor
8.4(a). The Distributor agrees to indemnify and hold harmless GWL&A and its directors and officers and each person, if any, who controls GWL&A within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.4) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, |
29
Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or Fund by or on behalf of GWL&A for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Fund, the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to GWL&A by or on behalf of the Adviser, the Distributor or Fund; or |
(iv) | arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; or |
(vi) | arise out of or result from the materially incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; |
30
as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof.
8.4(b). The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.4(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
31
8.4(d) GWL&A agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
ARTICLE IX. Applicable Law
9.1. Except as provided in Section 9.2., this Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Colorado, without regard to the Colorado Conflict of Laws provisions.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. | This Agreement shall terminate: |
(a) at the option of any party, with or without cause, with respect to some or all Portfolios, upon six (6) months advance written notice delivered to the other parties; provided, however, that such notice shall not be given earlier than six (6) months following the date of this Agreement; or
(b) at the option of GWL&A by written notice to the other parties with respect to any Portfolio based upon GWL&As reasonable determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or
(c) at the option of GWL&A by written notice to the other parties with respect to any Portfolio in the event any of the Portfolios shares are not registered, issued or sold in accordance with applicable state and/ or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by GWL&A; or
32
(d) at the option of the Fund, Distributor or Adviser in the event that formal administrative proceedings are instituted against GWL&A by the NASD, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body if, in each case, the Fund, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of GWL&A to perform its obligations under this Agreement; or
(e) at the option of GWL&A in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, if GWL&A reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; or
(f) at the option of GWL&A by written notice to the Fund with respect to any Portfolio if GWL&A reasonably believes that the Portfolio will fail to meet the Section 817(h) diversification requirements or Subchapter M qualifications specified in Article VI hereof; or
(g) at the option of either the Fund, the Distributor or the Adviser, if (i) the Fund, Distributor or Adviser, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that GWL&A has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on GWL&As ability to perform its obligations under this Agreement, (ii) the Fund, Distributor or Adviser notifies GWL&A of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by GWL&A and any other changes in circumstances since the giving of such a notice, the determination of the Fund, Distributor or Adviser shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or
(h) at the option of either GWL&A, if (i) GWL&A shall determine, in its sole judgment reasonably exercised in good faith, that the Fund, Distributor or Adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Funds, Distributors or Advisers ability to perform its obligations under this Agreement, (ii) GWL&A notifies the Fund, Distributor or Adviser, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Fund, Distributor or Adviser and any other changes in circumstances since the giving of such a notice, the determination of GWL&A shall continue to apply on the sixtieth
33
(60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or
(i) at the option of the Fund, the Adviser or the Distributor by written notice to GWL&A, in the event that the terminating party reasonably believes that the Contracts will cease to qualify as life insurance or annuity contracts, as applicable, under the Code or that a definitional requirement referred to in Section 2.11 will not be met, or if the Contracts are not registered, issued or sold in accordance with applicable state and/or federal law; or
(j) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the defaulting party) other than as described in 10.1(a)-(i); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party.
10.2. Notice Requirement. No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,
(a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a), 10.1(g) or 10.1(h) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties;
(b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e), 10.1(i) or 10.1(j) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c), 10.1(f) or 10.1(i), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice.
10.3. Effect of Termination. Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or GWL&A to meet Section 817(h) of the Code
34
diversification requirements, the Fund, the Distributor and the Adviser shall, at the option of GWL&A, continue to make available additional shares of the Designated Portfolio(s) pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
10.3. Surviving Provisions. Notwithstanding any termination of this Agreement, each partys obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:
The Alger American Fund
1 World Trade Center, Suite 9333
New York, New York 10048
Attention: Gregory S. Duch
If to GWL&A:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, CO 80111
Attention: Vice President, Institutional Insurance
35
If to the Adviser:
Fred Alger Management, Inc.
1 World Trade Center, Suite 9333
New York, New York 10048
Attention: Gregory S. Duch
If to the Distributor:
Fred Alger Management, Inc.
1 World Trade Center, Suite 9333
New York, New York 10048
Attention: Gregory S. Duch
ARTICLE XII. Miscellaneous
12.1. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information may come into the public domain. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
36
12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the Colorado Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable annuity operations of GWL&A are being conducted in a manner consistent with the Colorado Variable Annuity Regulations and any other applicable law or regulations.
12.6. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.
12.9 The Fund is a business trust organized under the laws of the Commonwealth of Massachusetts and under a Declaration of Trust, to which reference is hereby made, a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts, and to any and all amendments thereto so filed or hereafter filed. The obligations of the Fund entered into hereunder in the name of the Fund or on behalf thereof by any of its Trustees, officers, employees or agents are undertaken not individually but in such capacities, and are not binding
37
upon any of the Trustees, officers, employees or shareholders of the Fund personally, but bind only the assets of the Fund or of the Designated Portfolio(s).
12.10. GWL&A agrees that the obligations assumed by the Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Distributor and Adviser and their respective assets and GWL&A shall not seek satisfaction of any such obligation from the shareholders of the Distributor or the Adviser, the Directors, officers, employees or agents of the Distributor or Adviser, or any of them.
12.11. The Fund, the Distributor and the Adviser agree that the obligations assumed by GWL&A pursuant to this Agreement shall be limited in any case to GWL&A and its assets and neither the Fund, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of GWL&A, the directors, officers, employees or agents of GWL&A, or any of them, except to the extent permitted under this Agreement.
12.12. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund.
38
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below.
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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
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By its authorized officer, |
||||||||
By: |
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|||||||
Title: |
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Date: 9/13/99 |
||||||||
THE ALGER AMERICAN FUND
By its authorized officer, |
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|||||||
By: |
/s/ Gregory Dual |
|||||||
Title: Treasurer |
||||||||
Date: 9-13-99 |
||||||||
FRED ALGER MANAGEMENT, INC. |
||||||||
By its authorized officer, |
||||||||
By: |
/s/ Gregory Dual |
|||||||
Title: Executive Vice President |
||||||||
Date: 9-13-99 |
||||||||
FRED ALGER & COMPANY, INCORPORATED |
||||||||
By its authorized officer, |
||||||||
By: |
/s/ Gregory Dual |
|||||||
Title: Executive Vice President |
||||||||
Date: 9-13-99 |
39
SCHEDULE A
Contracts |
Form Numbers | |
Group Tax Deferred Annuity |
GTDAMF92 Vol | |
Group Tax Deferred Annuity |
GTDAMF92 ER |
40
SCHEDULE B
Designated Portfolios
Alger American MidCap Portfolio
Alger American Balanced Portfolio
41
SCHEDULE C
Reports per Section 6.6
With regard to the reports relating to the quarterly testing of compliance with the requirements of Section 817(h) and Subchapter M under the Internal Revenue Code (the Code) and the regulations thereunder, the Fund shall provide within twenty (20) Business Days of the close of the calendar quarter a report to GWL&A in the Form D1 attached hereto and incorporated herein by reference, regarding the status under such sections of the Code of the Designated Portfolio(s), and if necessary, identification of any remedial action to be taken to remedy non-compliance.
With regard to the reports relating to the year-end testing of compliance with the requirements of Subchapter M of the Code, referred to hereinafter as RIC status, the Fund will provide the reports on the following basis: (i) the last quarters quarterly reports can be supplied within the 20-day period, and (ii) a year-end report will be provided 45 days after the end of the calendar year. However, if a problem with regard to RIC status, as defined below, is identified in the third quarter report, on a weekly basis, starting the first week of December, additional interim reports will be provided specially addressing the problems identified in the third quarter report.
If any interim report memorializes the cure of the problem, subsequent interim reports will not be required.
A problem with regard to RIC status is defined as any violation of the following standards, as referenced to the applicable sections of the Code:
(a) Less than ninety percent of gross income is derived from sources of income specified in Section 851(b)(2);
(b) Thirty percent or greater gross income is derived from the sale or disposition of assets specified in Section 851(b)(3);
(c) Less than fifty percent of the value of total assets consists of assets specified in Section 851(b)(4)(A); and
(d) No more than twenty-five percent of the value of total assets is invested in the securities of one issuer, as that requirement is set forth in Section 851(b)(4)(B).
42
FORM C1
CERTIFICATE OF COMPLIANCE
For the quarter ended:
I, , a duly authorized officer, director or agent of Fund hereby swear and affirm that Fund is in compliance with all requirements of Section 817(h) and Subchapter M of the Internal Revenue Code (the Code) and the regulations thereunder as required in the Fund Participation Agreement among Great-West Life & Annuity Insurance Company, and other than the exceptions discussed below:
Exceptions |
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Remedial Action | ||
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|
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If no exception to report, please indicate None. | ||||
Signed this day of , . | ||||
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(Signature) |
By: |
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(Type or Print Name and Title/Position) |
SCHEDULE D
EXPENSES
The Fund and/or the Distributor and/or Adviser, and GWL&A will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Funds share of the total costs determined according to the number of pages of the Funds respective portions of the documents.
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Mutual Fund Prospectus | Printing of combined prospectuses | GWL&A | Fund, Distributor or Adviser, as applicable | |||
Fund, Distributor or Adviser shall supply GWL&A with such numbers of the Designated Portfolio(s) prospectus(es) as GWL&A shall reasonably request | GWL&A | Fund, Distributor or Adviser, as applicable | ||||
Distribution to New and Inforce Clients | GWL&A | GWL&A | ||||
Distribution to Prospective Clients | GWL&A | GWL&A | ||||
Product Prospectus | Printing for Inforce Clients | GWL&A | GWL&A | |||
Printing for Prospective Clients | GWL&A | GWL&A | ||||
Distribution to New and Inforce Clients | GWL&A | GWL&A | ||||
Distribution to Prospective Clients | GWL&A | GWL&A | ||||
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Mutual Fund Prospectus Update & Distribution | If Required by Fund, Distributor or Adviser | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
If Required by GWL&A | GWL&A | GWL&A | ||||
Product Prospectus Update & Distribution | If Required by Fund, Distributor or Adviser | GWL&A | Fund, Distributor or Adviser |
44
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
If Required by GWL&A | GWL&A | GWL&A | ||||
Mutual Fund SAI | Printing | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution | GWL&A | GWL&A | ||||
Product SAI | Printing | GWL&A | GWL&A | |||
Distribution | GWL&A | GWL&A | ||||
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Proxy Material for Mutual Fund: | Printing if proxy required by Law | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution (including labor) if proxy required by Law | GWL&A | Fund, Distributor or Adviser | ||||
Printing & distribution if required by GWL&A | GWL&A | GWL&A | ||||
| ||||||
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Mutual Fund Annual & Semi-Annual Report | Printing of combined reports | GWL&A | Fund, Distributor or Adviser | |||
Distribution | GWL&A | GWL&A | ||||
Other communication to New and Prospective clients | If Required by the Fund, Distributor or Adviser | GWL&A | Fund, Distributor or Adviser | |||
If Required by GWL&A | GWL&A | GWL&A | ||||
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Other communication to inforce | Distribution (including labor and printing) if required by the Fund, Distributor or Adviser | GWL&A | Fund, Distributor or Adviser | |||
Distribution (including labor and printing) if required by GWL&A | GWL&A | GWL&A | ||||
|
45
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Errors in Share Price calculation pursuant to Section 1.10 | Cost of error to participants | GWL&A | Fund or Adviser | |||
Cost of administrative work to correct error | GWL&A | Fund or Adviser | ||||
Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the fund pursuant to any Rule 12b-1 plan | Fund, Distributor or Adviser | Fund or Adviser | |||
Operations of the Account | Federal registration of units of separate account (24f-2 fees) | GWL&A | GWL&A |
46
SCHEDULE E
Administrative Services
A. | GWL&A, or an affiliate, will provide the properly registered and licensed personnel and systems needed for all customer service and support for both fund and annuity information and questions including: |
respond to Contractowner inquiries;
delivery of prospectus both fund and annuity;
entry of initial and subsequent orders;
transfer of cash to insurance company and/or funds;
explanations of fund objectives and characteristics;
entry of transfers between funds;
fund balance and allocation inquiries;
mail fund prospectus.
B. | GWL&A, or an affiliate, will communicate all purchase, withdrawal, and exchange orders it receives from customers to GWL&A who will transmit them to each fund. |
Administrative Service Fee
For the services, GWL&A shall receive a fee of 0.25% per annum applied to the average daily value of the shares of the fund held by GWL&As customers, payable by the Adviser directly to GWL&A, such payments being due and payable within 15 (fifteen) days after the last day of the month to which such payment relates.
The Fund will calculate and GWL&A will verify the asset balance for each day on which the fee is to be paid pursuant to this Agreement with respect to each Designated Portfolio.
p:\legal\bbyr\msa\gen fundp msa
47
AMENDMENT DATED AUGUST 17, 2006 TO FUND PARTICIPATION
AGREEMENT
WHEREAS, GREAT -WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), THE ALGER AMERICAN FUND (the Fund), FRED ALGER MANAGEMENT, INC. (the Adviser), and FRED ALGER&COMPANY, INCORPORATED (the Distributor), collectively the Parties, entered into a Fund Participation Agreement dated September 13, 1999, as amended (the Agreement); and
WHEREAS, the Parties to the Agreement desire and agree to add First Great-West Life & Annuity Insurance Company (First GWL&A), a New York life insurance company, on its own behalf and on behalf of its Separate Account FutureFunds II Series Account as a Party to the Agreement; and
WHEREAS, the Parties desire and agree to add GWL&A s Separate Account FutureFunds II Series Account to the Agreement.
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule B of the Agreement and replacing it with the Schedule B attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows :
1. First GWL&A is hereby added as a Party to the Agreement. The Parties to the Agreement, including First GWL&A, agree that each representation, warranty, covenant, condition and other provision of the Agreement that is applicable to GWL&A shall also be applicable to First GWL&A, with the following changes: (i) the Account was established under the insurance laws of the State of New York;
(ii)
references in Section 2.1 to certain Colorado laws shall be changed to Section 4240, et. seq., of New York Insurance Law ; (iii) references in Section 2.4 to certain Colorado insurance laws shall be to the insurance laws of the State of New York; and
(iv)
references in Section 12.5 to the Colorado Insurance Commissioner shall be changed to the New York Insurance Commissioner. The rights and obligations of
GWL&A and First GWL&A under the Agreement as amended hereby shall be
several and not joint.
1. | GWL&As Separate Account FutureFunds II Series Account is hereby added to the |
2. | Agreement. |
2. | The tenth WHEREAS of the Agreement is hereby deleted in its entirety and replaced with the following: |
WHEREAS, to the extent required by applicable law, GWL&A has registered the Account as a unit investment trust under the 1940 Act and has registered the securities deemed to be issued by the Account under the 1933 Act; and
4. Section 2.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
2.1 GWL&A represents that the Contracts and the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act, or are exempt from registration; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with the state insurance suitability requirements. GWL&A further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale of units thereof as a segregated asset account under Section 10-7-401. et. seq. of the Colorado Insurance Law, and to the extent required by applicable law has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law.
5. Schedule B of the Agreement is hereby replaced in its entirety with Schedule B as
attached and incorporated by reference to this Amendment.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 17th day of August, 2006.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By: |
||
Title: |
Senior Vice President | |
Date: |
8-17-06 |
FIRST GREAT-WEST LIFE AND ANNUITY
By its authorized officer,
By: |
||
Title: |
Senior Vice President | |
Date: |
8-17-06 |
UITY INSURANCE COMPANY
THE ALGER AMERICAN FUND
B
By its authorized officer,
By:
Title: Secretary Date: 08/17/00
FRED ALGER MANAGEMENT, INC.
By its authorized officer,
By: |
||
Title: |
COO | |
Date: |
08/17/06 |
FRED ALGER & COMPANY, INCORPORATED
By its authorized officer,
By: |
||
Title: |
COO | |
Date: |
08/17/06 |
SCHEDULE B
Designated Portfolios
All portfolios or series of the Fund that are available and open to new investors on or after the effective date of this Agreement.
FUND PARTICIPATION AGREEMENT
TABLE OF CONTENTS
ARTICLE I. |
Sale of Fund Shares |
3 | ||||
ARTICLE II. |
Representations and Warranties |
7 | ||||
ARTICLE III. |
Prospectuses and Proxy Statements; Voting |
11 | ||||
ARTICLE IV. |
Sales Material and Information |
13 | ||||
ARTICLE V. |
Fees and Expenses |
15 | ||||
ARTICLE VI. |
Diversification and Qualification |
16 | ||||
ARTICLE VII. |
Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order |
19 | ||||
ARTICLE VIII. |
Indemnification |
23 | ||||
ARTICLE IX. |
Applicable Law |
32 | ||||
ARTICLE X. |
Termination |
32 | ||||
ARTICLE XI. |
Notices |
35 | ||||
ARTICLE XII. |
Miscellaneous |
36 | ||||
SCHEDULE A |
Contracts |
40 | ||||
SCHEDULE B |
Designated Portfolios |
41 | ||||
SCHEDULE C |
Reports per Section 6.6 |
42 | ||||
SCHEDULE D |
Expenses |
44 | ||||
SCHEDULE E |
Administrative Services |
47 |
PARTICIPATION AGREEMENT
Among
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
THE ALGER AMERICAN FUND,
FRED ALGER MANAGEMENT, INC.,
and
FRED ALGER & COMPANY, INCORPORATED
THIS AGREEMENT, made and entered into as of this 13th day of September, 1999 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter GWL&A), a Colorado life insurance company, on its own behalf and on behalf of its Separate Account COLI VUL Series Account 2 and the FutureFunds Series Account (collectively, the Account); THE ALGER AMERICAN FUND, a business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the Fund); FRED ALGER MANAGEMENT, INC. (hereinafter the Adviser), a New York Corporation; and FRED ALGER & COMPANY, INCORPORATED (hereinafter the Distributor), a Delaware corporation.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the Variable Insurance Products) to be offered by insurance companies, including GWL&A, which have entered into participation agreements similar to this Agreement (hereinafter Participating Insurance Companies); and
WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a Portfolio and representing the interest in a particular managed portfolio of securities and other assets; and
1
WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (hereinafter the SEC), dated February 17, 1989 (File No. 812-7076), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (Qualified Plans) (hereinafter the Mixed and Shared Funding Exemptive Order); and
WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolio(s) are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the 1934 Act) and is a member in good standing of the National Association of Securities Dealers, Inc. (the NASD); and
WHEREAS, GWL&A has registered certain variable life and annuity contracts supported wholly or partially by the Account (the Contracts) under the 1933 Act and said Contracts are listed in Schedule A attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement; and
WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GWL&A, under the insurance laws of the State of Colorado, to set aside and invest assets attributable to the Contracts; and
2
WHEREAS, GWL&A has registered the Account as a unit investment trust under the 1940 Act and has registered the securities deemed to be issued by the Account under the 1933 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations. GWL&A intends to purchase shares in the Portfolio(s) listed in Schedule B attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement (the Designated Portfolio(s)), on behalf of the Account to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts such as the Account at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Account also intends to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Account to fund the Contracts; and
NOW, THEREFORE, in consideration of their mutual promises, GWL&A, the Fund, the Distributor and the Adviser agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. The Fund agrees to sell to GWL&A those shares of the Designated Portfolio(s) which the Account orders, executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Portfolios. For purposes of this Section 1.1, GWL&A shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such order by 10:00 a.m. Eastern time on the next following Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.
3
1.2. The Fund agrees to make shares of the Designated Portfolio(s) available for purchase at the applicable net asset value per share by GWL&A on behalf of the Account on those days on which the Fund calculates its Designated Portfolio(s) net asset value pursuant to rules of the SEC. and the Fund shall calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the Board) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.
1.3. The Fund will not sell shares of the Designated Portfolio(s) to any other Participating Insurance Company separate account unless an agreement containing provisions substantially the same as Sections 2.1, 3.5, 3.6, 3.7, and Article VII of this Agreement is in effect to govern such sales.
1.4. The Fund agrees to redeem for cash, on GWL&As request, any full or fractional shares of the Fund held by GWL&A, executing such requests on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption, consistent with Section 22 (e) of the 1940 Act and any applicable rules thereunder. Requests for redemption identified by GWL&A, or its agent, as being in connection with surrenders, annuitizations, or death benefits under the Contracts, upon prior written notice, may be executed within seven (7) calendar days after receipt by the Fund or its designee of the requests for redemption. This Section 1.4 may be amended, in writing, by the parties consistent with the requirements of the 1940 Act and interpretations thereof. For purposes of this Section 1.4, GWL&A shall be the designee of the Fund for receipt of requests for redemption and receipt by such designee shall constitute receipt by the Fund, provided that the
4
Fund receives notice of any such request for redemption by 10:00 am. Eastern time on the next following Business Day.
1.5. The Parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Funds shares may be sold to other Participating Insurance Companies (subject to Section 1.3 and Article VI hereof) and the cash value of the Contracts may be invested in other investment companies.
1.6. GWL&A shall pay for Fund shares by 5:30 p.m. Eastern time on the next Business Day after an order to purchase Fund shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire and/or by a credit for any shares redeemed the same day as the purchase.
1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund shares by 5:30 p.m. Eastern Time on the next Business Day after a redemption order is received in accordance with Section 1.4 hereof, except that payment may be delayed if, for example, the Funds cash position so requires or if extraordinary market conditions exist, but in no event shall payment be delayed for a period greater than is permitted by the 1940 Act. Payment shall be in federal funds transmitted by wire and/or a credit for any shares purchased the same day as the redemption.
1.8. Issuance and transfer of the Funds shares will be by book entry only. Stock certificates will not be issued to GWL&A or the Account. Shares ordered from the Fund will be recorded in an appropriate title for the Account or the appropriate sub-account of the Account.
1.9. The Fund shall furnish same day notice (by wire or telephone, followed by written confirmation) to GWL&A of any income, dividends or capital gain distributions payable on the Designated Portfolio(s) shares. GWL&A hereby elects to receive all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio.
5
GWL&A reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify GWL&A by the end of the next following Business Day of the number of shares so issued as payment of such dividends and distributions.
1.10. The Fund shall make the net asset value per share (NAV) for each Designated Portfolio available to GWL&A on each Business Day as soon as reasonably practical after NAV is calculated and shall use its best efforts to make such NAV available by 6:00 p.m. Eastern time. In the event of a material error in the computation of a Designated Portfolios NAV or any dividend or capital gain distribution (each, a pricing error), which results in adjustments to Contractowners accounts, the Adviser or the Fund shall immediately notify GWL&A as soon as possible after the discovery of the error. Such notification may be verbal, but shall be confirmed promptly in writing in accordance with Article XI of this Agreement. A pricing error shall be corrected as follows: (a) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share, but less than 1/2 of 1% of the Designated Portfolios NAV at the time of the error, then the Adviser shall either reimburse the Designated Portfolio for any loss, after taking into consideration any positive effect of such error and no adjustments to Contractowner accounts need be made, or, in the Advisers discretion, the procedures described in item (b) shall be followed; and (b) if the pricing error results in a difference between the erroneous NAV and the correct NAV equal to or greater than 1/2 of 1% of the Designated Portfolios NAV at the time of the error, then the Adviser shall reimburse the Designated Portfolio for any unrecovered excess redemption proceeds (as defined below) and shall reimburse GWL&A for its reasonable costs of adjustments made to correct Contractowner accounts in accordance with the provisions of Schedule D. If an adjustment is necessary to correct an error of category (b) above, which has caused Contractowners to receive less than the amount of shares or redemption proceeds to which they are entitled, or is elected by the Adviser in connection with an error of category (a), the number of shares of the applicable account of each such Contractowners will be adjusted and the amount of any underpayments on redemption transactions not corrected by such adjustment shall be credited by the Fund to GWL&A for crediting of such amounts to the applicable Contractowners accounts. In the event an NAV pricing error results in a Contractowners receiving redemption proceeds in an
6
amount which is $500 or more in excess of the amount that such Contractowner would have received with the correct NAV (such amount being the excess redemption proceeds), then the effect of such overpayment shall be corrected, to the extent possible, by an adjustment to the number of shares in the Contractowners account and GWL&A agrees that it will make a good faith attempt to collect such excess proceeds not accounted for by such adjustment. Any overpayments that have not yet been paid to Contractowners will be remitted to the Fund by GWL&A upon notification by the Adviser of such overpayment. In no event shall GWL&A be liable to Contractowners for any such adjustments or underpayment amounts, other than amounts paid by the Fund or Adviser for crediting Contractowner amounts, other than amounts paid by the Fund or Adviser for crediting to Contractowner Accounts as set forth above. No provision in this section 1.10 shall require the adjustment of a Contractowners account if the adjustment required for that account is less then $25. A pricing error within categories (a) or (b) above shall be deemed to be materially incorrect or constitute a material error for purposes of this Agreement.
The standards set forth in this Section 1.10 are based on the Parties understanding of the views expressed by the staff of the SEC as of the date of this Agreement. In the event the views of the SEC staff are later modified or superseded by SEC or judicial interpretation, the parties shall amend the foregoing provisions of this Agreement to comport with the appropriate applicable standards, on terms mutually satisfactory to all Parties.
ARTICLE II. Representations and Warranties
2.1. GWL&A represents and warrants that the Contracts and the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. GWL&A further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale of units thereof as a segregated asset
7
account under Section 10-7-401. et. seq. of the Colorado Insurance Law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law.
2.2. The Fund represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act. the 1934 Act, and the 1940 Act and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of the shares of the Designated Portfolio(s).
2.3. The Fund reserves the right to adopt a plan pursuant to Rule 12b-1 under the 1940 Act and to impose an asset-based or other charge to finance distribution expenses as permitted by applicable law and regulation. In any event, the Fund and Adviser agree to comply with applicable provisions and SEC staff interpretations of the 1940 Act to assure that the investment advisory or management fees paid to the Adviser by the Fund are in accordance with the requirements of the 1940 Act. To the extent that the Fund decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its Board, a majority of whom are not interested persons of the Fund, formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses.
2.4. The Fund represents and warrants that it will make every effort to ensure that the investment policies, fees and expenses of the Designated Portfolio(s) are and shall at all times remain in compliance with the insurance and other applicable laws of the State of Colorado and any other applicable state to the extent required to perform this Agreement. The Fund further represents and warrants that it will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with the insurance laws of the State of Colorado and all applicable state insurance
8
and securities laws. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law. GWL&A and the Fund will endeavor to mutually cooperate with respect to the implementation of any modifications necessitated by any change in state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a Law Change), and to keep each other informed of any Law Change that becomes known to either party. In the event of a Law Change, the Fund agrees that, except in those circumstances where the Fund has advised GWL&A that its Board of Directors has determined that implementation of a particular Law Change is not in the best interest of all of the Funds shareholders with an explanation regarding why such action is lawful, any action required by a Law Change will be taken.
2.5. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.
2.6. The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of New York and any applicable state and federal securities laws.
2.7. The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.
2.8. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the
9
minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.9. The Fund will provide GWL&A with as much advance notice as is reasonably practicable of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated Portfolio(s) and consult with GWL&A in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them in conjunction with regular annual updates of the prospectus for the Contracts. The Fund agrees to share equitably in expenses incurred by GWL&A as a result of actions taken by the Fund, consistent with the allocation of expenses contained in Schedule D attached hereto and incorporated herein by reference.
2.10. GWL&A represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended (the Code), that the Contracts are currently and at the time of issuance will be treated as life insurance or annuity contracts, as applicable, under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition. GWL&A represents and warrants that the Account is a segregated asset account and that interests in the Account are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. GWL&A will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. GWL&A represents and warrants that
10
it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. Annually, or more often, should an amended prospectus be filed within 12 months of its predecessor, the Adviser or Distributor shall provide GWL&A with as many copies of the Funds current prospectus for the Designated Portfolio(s) as GWL&A may reasonably request for marketing purposes (including distribution to Contractowners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule D hereof. If requested by GWL&A in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a camera-ready copy and computer diskette of the current prospectus for the Designated Portfolio(s)) and other assistance as is reasonably necessary in order for GWL&A once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Funds prospectus for the Designated Portfolio(s) printed together in one document. The Fund and Adviser agree that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) will describe only the Designated Portfolio(s) and will not name or describe any other portfolios or series that may be in the Fund unless required by law.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Fund be distributed to all Contractowners, then the Fund, Distributor and/or the Adviser shall provide GWL&A with copies of the Funds SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule D hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contractowners. The Adviser, Distributor and/or the Fund shall also provide SAIs to any Contractowner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to GWL&A).
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3.3. The Fund. Distributor and/or Adviser shall provide GWL&A with copies of the Funds proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule D hereof, as GWL&A may reasonably require to permit timely distribution thereof to Contractowners.
3.4. It is understood and agreed that, except with respect to information regarding GWL&A provided in writing by that party. GWL&A is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law GWL&A shall:
(i) |
solicit voting instructions from Contractowners; |
(ii) |
vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contractowners: and |
(iii) |
vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contractowners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. GWL&A reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. |
3.6. GWL&A shall be responsible for assuring that each of its separate accounts holding shares of a Designated Portfolio calculates voting privileges and the Fund shall provide GWL&A with appropriate assistance in fulfilling such responsibility. The Fund agrees to promptly notify
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GWL&A of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or. as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. GWL&A shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that GWL&A, respectively, develops or proposes to use and in which the Fund (or a Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is named in connection with the Contracts, at least ten (10) Business Days prior to its use. No such material shall be used if the Fund objects to such use within five (5) Business Days after receipt of such material. If sales literature or promotional material goes beyond naming the Fund, a Designated Portfolio, the Adviser or the Distributor, GWL&A shall obtain from the Fund or its designee affirmative written approval to use such material.
4.2. GWL&A shall not give any information or make any representations or statements on behalf of or concerning the Fund, the Adviser or the Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the permission of the Fund, Distributor or Adviser.
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4.3. The Fund or the Adviser shall furnish, or shall cause to be furnished, to GWL&A. a copy of each piece of sales literature or other promotional material in which GWL&A and/or those separate account(s) connected with the transactions contemplated by this Agreement, is named at least ten (10) Business Days prior to its use. No such material shall be used if GWL&A objects to such use within five (5) Business Days after receipt of such material.
4.4. The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of GWL&A or concerning GWL&A, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by GWL&A or its designee, except with the permission of GWL&A.
4.5. The Fund will provide to GWL&A at least one complete copy of all registration statements, prospectuses, SAIs, sales literature and other promotional materials which refer to GWL&A and/or those separate accounts connected with the transactions contemplated by this Agreement, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or NASD or other regulatory authorities.
4.6. GWL&A will provide to the Fund at least one complete copy of all registration statements, prospectuses, SAIs. reports, solicitations for voting instructions, sales literature and other promotional materials which refer to GWL&A. applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, contemporaneously with the filing of such document(s) with the SEC, NASD, or other regulatory authority.
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4.7. For purposes of Articles IV and VIII. the phrase sales literature and other promotional material includes, but is not limited to. advertisements (such as material published, or designed for use in. a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media: e.g., online networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.
4.8. At the request of any party to this Agreement, each other party will make available to the other partys independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any partys obligations under this Agreement.
ARTICLE V. Fees and Expenses
5.1. The Fund and the Adviser shall pay no fee or other compensation to GWL&A under this Agreement, other than pursuant to Schedule E attached hereto and incorporated herein by reference, and GWL&A shall pay no fee or other compensation to the Fund or Adviser under this Agreement, although the parties hereto will bear certain expenses in accordance with Schedule D, Articles III, V, and other provisions of this Agreement.
5.2. All expenses incident to performance by the Fund, the Distributor and the Adviser under this Agreement shall be paid by the appropriate party, as further provided in Schedule D.
15
The Fund shall see to it that all shares of the Designated Portfolio(s) are registered and authorized for issuance in accordance with applicable federal law and. if and to the extent required, in accordance with applicable state laws prior to their sale.
5.3. The parties shall bear the expenses of routine annual distribution (mailing costs) of the Funds prospectus and distribution (mailing costs) of the Funds proxy materials and reports to owners of Contracts offered by GWL&A, in accordance with Schedule D.
5.4. The Fund, the Distributor and the Adviser acknowledge that a principal feature of the Contracts is the Contractowners ability to choose from a number of unaffiliated mutual funds (and portfolios or series thereof), including the Designated Portfolio(s) and the Unaffiliated Funds, and to transfer the Contracts cash value between funds and portfolios. The Fund, the Distributor and the Adviser agree to not interfere with GWL&A in facilitating the operation of the Account and the Contracts as described in the prospectus for the Contracts, including but not limited to not interfering with facilitating transfers between Unaffiliated Funds.
5.5. GWL&A agrees to provide certain administrative services, specified in Schedule E attached hereto and incorporated herein by reference, in connection with the arrangements contemplated by this Agreement. The parties acknowledge and agree that the services referred to in this Section 5.5 are recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services only and are not the services of an underwriter or a principal underwriter of the Fund and that GWL&A is not an underwriter for the shares of the Designated Portfolio(s). within the meaning of the 1933 Act or the 1940 Act.
ARTICLE VI. Diversification and Qualification
6.1. The Fund, Distributor and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury
16
Regulation §1.817-5. as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund and the Distributor agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans.
6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public.
6.3. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.4. The Fund, Distributor or Adviser will notify GWL&A immediately upon having a reasonable basis for believing that the Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future.
6.5. Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to GWL&A, the Adviser or Distributor will pay all costs associated with or arising out of any failure of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to. the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to GWL&A and any federal income taxes or tax penalties and interest thereon (or toll
17
charges or exactments or amounts paid in settlement) incurred by GWL&A with respect to itself or owners of its Contracts in connection with any such failure.
6.6. The Fund at the Funds expense shall provide GWL&A or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule C and incorporated herein by reference; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non- compliance.
6.7. GWL&A agrees that if the Internal Revenue Service (IRS) asserts in writing in connection with any governmental audit or review of GWL&A or, to GWL&As knowledge, or any Contractowner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or GWL&A otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure:
(a) GWL&A shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim;
(b) GWL&A shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure;
(c) GWL&A shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent;
18
(d) any written materials to be submitted by GWL&A to the IRS, any Contractowner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by GWL&A to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission;
(e) GWL&A shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of GWL&A) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure;
(f) GWL&A shall not with respect to any claim of the IRS or any Contractowner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, GWL&A shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorneys fees, incurred by GWL&A in complying with this clause (f).
ARTICLE VII. Potential Conflicts and Compliance With
Mixed and Shared Funding Exemptive Order
7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund
19
and determine what action, if any, should be taken in response to such conflict. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform GWL&A if it determines that an irreconcilable material conflict exists and the implications thereof.
7.2. GWL&A will report any potential or existing conflicts of which it is aware to the Board. GWL&A will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by GWL&A to inform the Board whenever contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by GWL&A with a view only to the interests of its Contractowners.
7.3. If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, the Distributor, the Adviser or any sub-adviser to any of the Designated Portfolios (the Independent Directors), that a material irreconcilable conflict exists, GWL&A and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation
20
should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change: and (2) establishing a new registered management investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision by GWL&A to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, GWL&A may be required, at the Funds election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Adviser, the Distributor and the Fund shall continue to accept and implement orders by GWL&A for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to GWL&A conflicts with the majority of other state regulators, then GWL&A will withdraw the Accounts investment in the Fund and terminate this Agreement within six months after the Board informs GWL&A in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by GWL&A for the purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately
21
remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. GWL&A shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contractowners affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then GWL&A will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs GWL&A in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Independent Directors.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall be deemed modified to the extent necessary also to comply with the terms and conditions contained in such Rule(s) as so amended or adopted.
7.8 GWL&A shall at least annually submit to the Board of Trustees of the Fund such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the obligations imposed upon them by the Mixed and Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board of Trustees.
22
ARTICLE VIII. Indemnification
8.1. Indemnification By GWL&A
8.1(a). GWL&A agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any. who controls the Fund. Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of GWL&A) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to GWL&A by or on behalf of the Adviser, Distributor or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by GWL&A or persons under its control) or wrongful conduct of GWL&A or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be |
23
stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of GWL&A; or |
(iv) | arise as a result of any failure by GWL&A to provide the services and furnish the materials under the terms of this Agreement; or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by GWL&A in this Agreement or arise out of or result from any other material breach of this Agreement by GWL&A, including without limitation Section 2.11 and Section 6.7 hereof, |
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). GWL&A shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.1(c). GWL&A shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified GWL&A in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify GWL&A of any such claim shall not relieve GWL&A from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that GWL&A has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, GWL&A shall be entitled to participate, at its own expense, in the defense of such action. GWL&A also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from GWL&A to such party of GWL&As election to assume the defense
24
thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. and GWL&A will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify GWL&A of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.
8.2. Indemnification by the Adviser
8.2(a). The Adviser agrees to indemnify and hold harmless GWL&A and its directors and officers and each person, if any, who controls GWL&A within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of GWL&A for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Fund shares; or |
25
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus. SAI or sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus. SAI, or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to GWL&A by or on behalf of the Adviser, the Distributor or the Fund; or |
(iv) | arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements of Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or |
(vi) | arise out of or result from the materially incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; |
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof.
8.2(b). The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified
26
Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.2(c). The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Advisers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.2(d). GWL&A agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
8.3. Indemnification By the Fund
8.3(a). The Fund agrees to indemnify and hold harmless GWL&A and its directors and officers and each person, if any, who controls GWL&A within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.3) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the
27
written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and:
(i) | arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(ii) | arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; |
as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.
8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Fund has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund shall also be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Funds election to
28
assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.3(d). GWL&A each agrees to promptly notify the Fund of the commencement of any litigation or proceeding against itself or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.
8.3(e). It is understood and agreed that no liability of the Fund pursuant to this section 8.3 shall extend to the assets of any portfolio of the Fund other than the Designated Portfolio(s). or where the failure or breach giving rise to such liability relates to a single Designated Portfolio, to the assets of any other Designated Portfolio.
8.4. Indemnification by the Distributor
8.4(a). The Distributor agrees to indemnify and hold harmless GWL&A and its directors and officers and each person, if any, who controls GWL&A within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.4) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, |
29
Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or Fund by or on behalf of GWL&A for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Fund, the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to GWL&A by or on behalf of the Adviser, the Distributor or Fund; or |
(iv) | arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; or |
(vi) | arise out of or result from the materially incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; |
30
as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof.
8.4(b). The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.4(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
31
8.4(d) GWL&A agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
ARTICLE IX. Applicable Law
9.1. Except as provided in Section 9.2., this Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Colorado, without regard to the Colorado Conflict of Laws provisions.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
(a) at the option of any party, with or without cause, with respect to some or all Portfolios, upon six (6) months advance written notice delivered to the other parties; provided, however, that such notice shall not be given earlier than six (6) months following the date of this Agreement; or
(b) at the option of GWL&A by written notice to the other parties with respect to any Portfolio based upon GWL&As reasonable determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or
(c) at the option of GWL&A by written notice to the other parties with respect to any Portfolio in the event any of the Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by GWL&A; or
32
(d) at the option of the Fund. Distributor or Adviser in the event that formal administrative proceedings are instituted against GWL&A by the NASD, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body if, in each case, the Fund. Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of GWL&A to perform its obligations under this Agreement; or
(e) at the option of GWL&A in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, if GWL&A reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; or
(f) at the option of GWL&A by written notice to the Fund with respect to any Portfolio if GWL&A reasonably believes that the Portfolio will fail to meet the Section 817(h) diversification requirements or Subchapter M qualifications specified in Article VI hereof; or
(g) at the option of either the Fund, the Distributor or the Adviser, if (i) the Fund, Distributor or Adviser, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that GWL&A has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on GWL&As ability to perform its obligations under this Agreement, (ii) the Fund, Distributor or Adviser notifies GWL&A of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by GWL&A and any other changes in circumstances since the giving of such a notice, the determination of the Fund, Distributor or Adviser shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or
(h) at the option of either GWL&A, if (i) GWL&A shall determine, in its sole judgment reasonably exercised in good faith, that the Fund, Distributor or Adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Funds, Distributors or Advisers ability to perform its obligations under this Agreement, (ii) GWL&A notifies the Fund, Distributor or Adviser, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Fund, Distributor or Adviser and any other changes in circumstances since the giving of such a notice, the determination of GWL&A shall continue to apply on the sixtieth
33
(60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or
(i) at the option of the Fund, the Adviser or the Distributor by written notice to GWL&A, in the event that the terminating party reasonably believes that the Contracts will cease to qualify as life insurance or annuity contracts, as applicable, under the Code or that a definitional requirement referred to in Section 2.11 will not be met. or if the Contracts are not registered, issued or sold in accordance with applicable state and/or federal law; or
(j) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the defaulting party) other than as described in 10.1(a)-(i); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party.
10.2. Notice Requirement. No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,
(a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a), 10.1(g) or 10.1(h) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties;
(b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e), 10.1(i) or 10.1(j) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c), 10.1(f) or 10.1(i), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice.
10.3. Effect of Termination. Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or GWL&A to meet Section 817(h) of the Code
34
diversification requirements, the Fund, the Distributor and the Adviser shall, at the option of GWL&A, continue to make available additional shares of the Designated Portfolio(s) pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
10.3. Surviving Provisions. Notwithstanding any termination of this Agreement, each partys obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:
The Alger American Fund
1 World Trade Center, Suite 9333
New York, New York 10048
Attention: Gregory S. Duch
If to GWL&A:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, CO 80111
Attention: Vice President, Institutional Insurance
35
If to the Adviser:
Fred Alger Management, Inc.
1 World Trade Center, Suite 9333
New York, New York 10048
Attention: Gregory S. Duch
If to the Distributor:
Fred Alger Management, Inc.
1 World Trade Center, Suite 9333
New York, New York 10048
Attention: Gregory S. Duch
ARTICLE XII. Miscellaneous
12.1. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information may come into the public domain. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
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12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the Colorado Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable annuity operations of GWL&A are being conducted in a manner consistent with the Colorado Variable Annuity Regulations and any other applicable law or regulations.
12.6. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.
12.9. The Fund is a business trust organized under the laws of the Commonwealth of Massachusetts and under a Declaration of Trust, to which reference is hereby made, a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts, and to any and all amendments thereto so filed or hereafter filed. The obligations of the Fund entered into hereunder in the name of the Fund or on behalf thereof by any of its Trustees, officers, employees or agents are undertaken not individually but in such capacities, and are not binding
37
upon any of the Trustees, officers, employees or shareholders of the Fund personally, but bind only the assets of the Fund or of the Designated Portfolio(s).
12.10. GWL&A agrees that the obligations assumed by the Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Distributor and Adviser and their respective assets and GWL&A shall not seek satisfaction of any such obligation from the shareholders of the Distributor or the Adviser, the Directors, officers, employees or agents of the Distributor or Adviser, or any of them.
12.11. The Fund, the Distributor and the Adviser agree that the obligations assumed by GWL&A pursuant to this Agreement shall be limited in any case to GWL&A and its assets and neither the Fund. Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of GWL&A, the directors, officers, employees or agents of GWL&A, or any of them, except to the extent permitted under this Agreement.
12.12. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below.
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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
| ||||||
By its authorized officer, |
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By: |
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|||||||
Title: |
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Date: 9/13/99 |
||||||||
THE ALGER AMERICAN FUND
By its authorized officer, |
|
|||||||
By: |
/s/ Gregory Dual |
|||||||
Title: Treasurer |
||||||||
Date: 9-13-99 |
||||||||
FRED ALGER MANAGEMENT, INC. |
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By its authorized officer, |
||||||||
By: |
/s/ Gregory Dual |
|||||||
Title: Executive Vice President |
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Date: 9-13-99 |
|
FRED ALGER & COMPANY, INCORPORATED |
|
|
|
By its authorized officer, |
|
| |||||
By: |
/s/ Gregory Dual |
|||||||
Title: Executive Vice President |
||||||||
Date: 9-13-99 |
39
SCHEDULE A
Contracts |
Form Numbers | |
Group Tax Deferred Annuity |
GTDAMF92 Vol | |
Group Tax Deferred Annuity |
GTDAMF92 ER |
40
SCHEDULE B
Designated Portfolios
Alger American MidCap Portfolio
Alger American Balanced Portfolio
41
SCHEDULE C
Reports per Section 6.6
With regard to the reports relating to the quarterly testing of compliance with the requirements of Section 817(h) and Subchapter M under the Internal Revenue Code (the Code) and the regulations thereunder, the Fund shall provide within twenty (20) Business Days of the close of the calendar quarter a report to GWL&A in the Form D1 attached hereto and incorporated herein by reference, regarding the status under such sections of the Code of the Designated Portfolio(s), and if necessary, identification of any remedial action to be taken to remedy non-compliance.
With regard to the reports relating to the year-end testing of compliance with the requirements of Subchapter M of the Code, referred to hereinafter as RIC status, the Fund will provide the reports on the following basis: (i) the last quarters quarterly reports can be supplied within the 20-day period, and (ii) a year-end report will be provided 45 days after the end of the calendar year. However, if a problem with regard to RIC status, as defined below, is identified in the third quarter report, on a weekly basis, starting the first week of December, additional interim reports will be provided specially addressing the problems identified in the third quarter report. If any interim report memorializes the cure of the problem, subsequent interim reports will not be required.
A problem with regard to RIC status is defined as any violation of the following standards, as referenced to the applicable sections of the Code:
(a) Less than ninety percent of gross income is derived from sources of income specified in Section 851(b)(2);
(b) Thirty percent or greater gross income is derived from the sale or disposition of assets specified in Section 851(b)(3);
(c) Less than fifty percent of the value of total assets consists of assets specified in Section 851(b)(4)(A); and
(d) No more than twenty-five percent of the value of total assets is invested in the securities of one issuer, as that requirement is set forth in Section 851(b)(4)(B).
42
FORM C1
CERTIFICATE OF COMPLIANCE
For the quarter ended:
I, , a duly authorized officer, director or agent of Fund hereby swear and affirm that Fund is in compliance with all requirements of Section 817(h) and Subchapter M of the Internal Revenue Code (the Code) and the regulations thereunder as required in the Fund Participation Agreement among Great-West Life & Annuity Insurance Company, and other than the exceptions discussed below:
Exceptions |
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Remedial Action | ||
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If no exception to report, please indicate None. | ||||
Signed this day of , . | ||||
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(Signature) |
By: |
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(Type or Print Name and Title/Position) | ||
SCHEDULE D
EXPENSES
The Fund and/or the Distributor and/or Adviser, and GWL&A will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Funds share of the total costs determined according to the number of pages of the Funds respective portions of the documents.
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Mutual Fund Prospectus | Printing of combined prospectuses | GWL&A | Fund, Distributor or Adviser, as applicable | |||
Fund, Distributor or Adviser shall supply GWL&A with such numbers of the Designated Portfolio(s) prospectus(es) as GWL&A shall reasonably request | GWL&A | Fund, Distributor or Adviser, as applicable | ||||
Distribution to New and Inforce Clients | GWL&A | GWL&A | ||||
Distribution to Prospective Clients | GWL&A | GWL&A | ||||
Product Prospectus | Printing for Inforce Clients | GWL&A | GWL&A | |||
Printing for Prospective Clients | GWL&A | GWL&A | ||||
Distribution to New and Inforce Clients | GWL&A | GWL&A | ||||
Distribution to Prospective Clients | GWL&A | GWL&A | ||||
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Mutual Fund Prospectus Update & Distribution | If Required by Fund, Distributor or Adviser | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
If Required by GWL&A | GWL&A | GWL&A | ||||
Product Prospectus Update & Distribution | If Required by Fund. Distributor or Adviser | GWL&A | Fund, Distributor or Adviser |
44
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
If Required by GWL&A | GWL&A | GWL&A | ||||
Mutual Fund SAI | Printing | Fund, Distributor or Adviser | Fund. Distributor or Adviser | |||
Distribution | GWL&A | GWL&A | ||||
Product SAI | Printing | GWL&A | GWL&A | |||
Distribution | GWL&A | GWL&A | ||||
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Proxy Material for Mutual Fund: | Printing if proxy required by Law | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution (including labor) if proxy required by Law | GWL&A | Fund, Distributor or Adviser | ||||
Printing & distribution if required by GWL&A | GWL&A | GWL&A | ||||
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Mutual Fund Annual & Semi-Annual Report | Printing of combined reports | GWL&A | Fund. Distributor or Adviser | |||
Distribution | GWL&A | GWL&A | ||||
Other communication to New and Prospective clients | If Required by the Fund, Distributor or Adviser | GWL&A | Fund, Distributor or Adviser | |||
If Required by GWL&A | GWL&A | GWL&A | ||||
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Other communication to inforce | Distribution (including labor and printing) if required by the Fund, Distributor or Adviser | GWL&A | Fund, Distributor or Adviser | |||
Distribution (including labor and printing) if required by GWL&A | GWL&A | GWL&A | ||||
45
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Errors in Share Price calculation pursuant to Section 1.10 | Cost of error to participants | GWL&A | Fund or Adviser | |||
Cost of administrative work to correct error | GWL&A | Fund or Adviser | ||||
Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the fund pursuant to any Rule 12b-1 plan | Fund. Distributor or Adviser | Fund or Adviser | |||
Operations of the Account | Federal registration of units of separate account (24f-2 fees) | GWL&A | GWL&A |
46
SCHEDULE E
Administrative Services
A. | GWL&A. or an affiliate, will provide the properly registered and licensed personnel and systems needed for all customer service and support for both fund and annuity information and questions including: |
respond to Contractowner inquiries;
delivery of prospectus both fund and annuity;
entry of initial and subsequent orders;
transfer of cash to insurance company and/or funds;
explanations of fund objectives and characteristics;
entry of transfers between funds;
fund balance and allocation inquiries;
mail fund prospectus.
B. | GWL&A, or an affiliate, will communicate all purchase, withdrawal, and exchange orders it receives from customers to GWL&A who will transmit them to each fund. |
Administrative Service Fee
For the services, GWL&A shall receive a fee of 0.25% per annum applied to the average daily value of the shares of the fund held by GWL&As customers, payable by the Adviser directly to GWL&A, such payments being due and payable within 15 (fifteen) days after the last day of the month to which such payment relates.
The Fund will calculate and GWL&A will verify the asset balance for each day on which the fee is to be paid pursuant to this Agreement with respect to each Designated Portfolio.
p: legal\bbyr\msa\gen fundp msa
47
THIRD AMENDMENT
TO
FUND PARTICIPATION AGREEMENT
WHEREAS, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, THE ALGER PORTFOLIOS (formerly known as The Alger American Fund) (the Fund), FRED ALGER MANAGEMENT, INC., and FRED ALGER & COMPANY, INCORPORATED, collectively the Parties, entered into a Fund Participation Agreement dated September 13, 1999, as amended on August 17, 2006 and November 2, 2009 (the Agreement); and
WHEREAS, the Parties desire and agree to amend the Agreement by revising FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY to reflect its current name, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (GWLA-NY); and
WHEREAS, the Parties desire and agree to add GWL&As COLI VUL 14 Separate Account to the Agreement;
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | GWL&As Separate Account COLI VUL 14 Series Account is hereby added to the Agreement. |
1
2. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 21st day of August, 2013.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
By its authorized officer, | ||
By: /s/ Susan Gile | ||
Title: Susan Gile, V.P. Individual Markets | ||
Date: 8-21-13 |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK |
By its authorized officer, | ||
By: /s/ Ron Laeyendecker | ||
Title: Ron Laeyendecker, Senior Vice President | ||
Date: 8-21-13 | ||
THE ALGER PORTFOLIOS | ||
By its authorized officer, | ||
By: | ||
Title: Assistant Secretary | ||
Date: 9-23-13 | ||
FRED ALGER MANAGEMENT, INC. | ||
By its authorized officer, | ||
By: | ||
Title: Senior Vice President | ||
Date: 9-23-13 |
FRED ALGER & COMPANY, INCORPORATED |
By its authorized officer, | ||
By: | ||
Title: Senior Vice President | ||
Date: 9-23-13 |
2
SCHEDULE A
Separate Account
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Contract
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FutureFunds I of GWLA | Group Tax Deferred Annuity |
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FutureFunds II of GWLA | Group Tax Deferred Annuity |
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FutureFunds II of GWLA-NY | Group Tax Deferred Annuity |
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COLI VUL 2 of GWLA | Individual Flexible Premium Variable Universal Life |
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COLI VUL 2 of GWLA-NY | Individual Flexible Premium Variable Universal Life |
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COLI VUL 4 of GWLA | Individual Flexible Premium Variable Universal Life |
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COLI VUL 4 of GWLA-NY | Individual Flexible Premium Variable Universal Life |
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COLI VUL 7 of GWLA | Individual Flexible Premium Variable Universal Life |
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COLI VUL 1 of GWLA-NY | Individual Flexible Premium Variable Universal Life |
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COLI VUL 14 of GWLA | Individual Flexible Premium Variable Universal Life |
3
FIFTH AMENDMENT TO PARTICIPATION AGREEMENT
THIS FIFTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 18th day of Nov, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the Adviser), and AMERICAN CENTURY INVESTMENT SERVICES, INC. (the Distributor), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A, the Adviser and the Distributor are parties to a Participation Agreement dated September 14, 1999, and amended April 20, 2000, May 1, 2002, April 26, 2005 and September 17, 2007 (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional separate accounts to the list of separate accounts subject to this Agreement; and
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto;
WHEREAS, The Parties desire and agree to amend the Agreement by adding additional fund options; and
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule B of the Agreement and replacing it with the Schedule B attached hereto;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to the First GWL&A Account shall now include the COLI VUL Series Account 1 (First GWL&A). |
2. | All references to the GWL&A Account shall now include the COLI VUL Series Account 7 (GWL&A) |
3. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
4. | Schedule B of the Agreement is hereby replaced in its entirety with Schedule B as attached and incorporated by reference to this Amendment. |
1
5. | GWL&A and First GWL&A agree that each has registered or will register certain variable life insurance and variable annuity contracts under the 1933 Act, unless such contracts are exempt from registration thereunder. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 18th day of Nov, 2008.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: |
/s/ Ron Laeyendecker |
Name: |
Ron Laeyendecker | |
Title: |
Senior Vice-President | |
Date: |
11/13/08 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: |
/s/ Robert K. Shaw |
Name: | Robert K. Shaw | |
Title: | Sr. VP | |
Date: | 11/14/08 |
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By its authorized officer, | ||
By: |
/s/ Otis H. Cowan |
Name: | Otis H. Cowan | |
Title: | Vice President | |
Date: | 1/8/09 |
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By its authorized officer, | ||
By: |
/s/ Cindy A. Johnson |
Name: | Cindy A. Johnson | |
Title: | Vice President | |
Date: | 12/5/08 |
2
SCHEDULE A
Contracts | Form Number | Account | ||
Individual Flexible Premium |
J355 |
COLI VUL-2 GWLA | ||
Variable Universal Life |
J355(NY) |
COLI VUL-2 (NY) FGWL | ||
J500 |
COLI VUL-4 GWLA | |||
J500 (NY) |
COLI VUL-4 (NY) FGWL | |||
PPVUL |
COLI VUL-7 GWLA | |||
PPVUL - NY |
COLI VUL-1 (NY) FGWL | |||
Group Tax Deferred Annuity |
GTDAMF92 Vol |
FutureFunds | ||
GTDAMF92 ER |
FutureFunds |
3
SCHEDULE B
Designated Portfolios (offered either directly or indirectly to the Accounts)
Admin. Serv. | ||||
Name of Portfolio |
Available Class |
Reimb. Fees | ||
American Century VP Capital Appreciation |
Class I |
30 bps | ||
American Century VP Balanced |
Class I |
30 bps | ||
American Century VP International |
Class I |
30 bps | ||
American Century VP Value |
Class I |
30 bps | ||
American Century VP Income & Growth |
Class I |
30 bps | ||
American Century VP Ultra |
Class I |
30 bps | ||
American Century VP Vista |
Class I |
30 bps | ||
American Century VP Inflation Protection |
Class I |
5 bps | ||
American Century VP Large Company Value |
Class I |
30 bps | ||
American Century VP Mid Cap Value |
Class I |
30 bps |
4
SIXTH AMENDMENT TO PARTICIPATION AGREEMENT
THIS SIXTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 1st day of September, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the Adviser), AMERICAN CENTURY INVESTMENT SERVICES, INC. (the Distributor), collectively the Parties, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A-NY). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, GWLA-NY, the Adviser and the Distributor are parties to a Participation Agreement dated September 14, 1999, and amended April 20, 2000, May 1, 2002, April 26, 2005, September 17, 2007 and November 18, 2008 (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add an additional separate Account; and
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to the Account now include the COLI VUL Series Account 14; |
2. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
[lntentionally Left Blank]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 1st day of September, 2013.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: | /s/ Susan Gile |
Name: | Susan Gile | |
Title: | V.P. Individual Markets | |
Date: | 9-1-2013 |
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By its authorized officer, |
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |
Title: | Senior Vice President | |
Date: | 9-1-2013 |
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By its authorized officer, |
By: | /s/ Otis H. Cowan |
Name: | Otis H. Cowan | |
Title: | Vice President | |
Date: | 10/3/13 |
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By its authorized officer, |
By: | /s/ Cindy A. Johnson |
Name: | Cindy A. Johnson | |
Title: | Vice President | |
Date: |
SCHEDULE A
Contracts
|
Form Number | Account | ||||
Individual Flexible Premium Variable Universal Life |
J355 J355 (NY) J500 J500 (NY) PPVUL PPVUL ICC13-J600/J600 |
COLI VUL-2 COLI VUL-2 (GWLA-NY) COLI VUL-4 COLI VUL-4 (GWLA-NY) COLI VUL-7 COLI VUL-1 (GWLA-NY) COLI VUL-14 |
||||
Group Tax Deferred Annuity | GTDAMF92 Vol | FutureFunds | ||||
Group Tax Deferred Annuity | GTDAMF92 ER | FutureFunds |
SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT
THIS SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 1st day of May, 2015, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the Adviser), AMERICAN CENTURY INVESTMENT SERVICES, INC. (the Distributor), and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A-NY), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, GWLA-NY, the Adviser and the Distributor are parties to a Participation Agreement dated September 14, 1999, and amended April 20, 2000, May 1, 2002, April 26, 2005, September 17, 2007, November 18, 2008, and September 1, 2013 (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional fund options available under the Agreement and to revise the reimbursement terms as set forth; and
WHEREAS, the Parties now desire to further modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. Article V. Fees and Expenses. The first sentence of Section 5.6 is hereby deleted and replaced in its entirety with the following:
As compensation for the services specified in the Schedule C hereto, the Adviser agrees to pay GWL&A and GWL&A-NY an Administrative Service Fee based on the percentage per annum on Schedule B hereto applied to the average daily value of the shares of the Designated Portfolios(s) held in the Accounts, either directly or indirectly, with respect to Contracts sold by GWL&A and GWL&A-NY.
2. Article V. Fees and Expenses. Section 5.7 of the Agreement is hereby added as follows:
Certain of the Funds have adopted distribution plans pursuant to which the Distributor, on behalf of each such Fund, will pay a service fee to dealers in accordance with the provisions of such Funds distribution plans. The service fee is paid as additional consideration for all personal services, account maintenance services and/or Distribution Services provided by the broker/dealer of record to shareholders of the applicable Fund. The provisions and terms of these Funds distribution plans are
described in their respective Prospectuses, and GWL&A and GWL&A-NY hereby agree that the Distributor has made no representations with respect to the distribution plans of such Funds in addition to, or conflicting with, the description set forth in their respective Prospectuses. The fee for each class of Shares will be set by the Distributor based on the relevant distribution plans. Any such fee shall be paid only to the broker/dealer of record pursuant to the Distributors records, whether that broker is GWL&A, GWL&A-NY, or another entity. Only one broker may be designated as the broker/dealer of record on any account.
3. Replacement of Section 12.7. Section 12.7 of the Agreement is hereby deleted and replaced in its entirety with the following:
This Agreement will terminate automatically in the event of its assignment.
4. Replacement of SCHEDULE B. SCHEDULE B to the Agreement is hereby deleted in its entirety and replaced with SCHEDULE B attached hereto.
5. Replacement of Article B of SCHEDULE C. Article B of SCHEDULE C is hereby deleted and replaced in its entirety with the following:
B. For the services, GWL&A and GWL&A-NY shall receive a fee as set forth on Schedule B per annum applied to the average daily value of the shares of the Fund held by the Accounts, either directly or indirectly through the Profile Portfolios of the Great-West Series Fund, Inc., in order to fund Contracts purchased by GWL&As and GWL&A-NYs customers, payable by the Adviser directly to GWL&A and GWL&A-NY, such payments being due and payable within 30 (thirty) days after the last day of the quarter to which such payment relates.
6. Ratification and Confirmation of Agreement. In the event of a conflict between the terms of this Amendment and the Agreement, it is the intention of the Parties that the terms of this Amendment shall control and the Agreement shall be interpreted on that basis. To the extent the provisions of the Agreement have not been amended by this Amendment, the Parties hereby confirm and ratify the Agreement.
7. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.
8. Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 23rd day of April, 2015.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: | /s/ Susan Gile |
Name: | Susan Gile | |
Title: | VP - Individual Markets | |
Date: | 4-23-2015 |
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By its authorized officer, |
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |
Title: | Senior Vice President | |
Date: |
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By its authorized officer, |
By: | /s/ Otis H. Cowan |
Name: | Otis H. Cowan | |
Title: | Vice President | |
Date: | 5/15/15 |
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By its authorized officer, |
By: | /s/ Cindy A. Johnson |
Name: | Cindy A. Johnson | |
Title: | Vice President | |
Date: | 5/5/15 |
SCHEDULE B
Designated Portfolios (offered either directly or indirectly to the Accounts)
Class I Funds | Class | Administrative Service Reimbursement Fees |
12b1 Fee |
Total Fee | ||||
VP Capital Appreciation |
Class I |
30 bps | n/a | 30 | ||||
VP Balanced |
Class I |
30 bps | n/a | 30 | ||||
VP International |
Class I |
30 bps | n/a | 30 | ||||
VP Value |
Class I |
30 bps | n/a | 30 | ||||
VP Income & Growth |
Class I |
30 bps | n/a | 30 | ||||
VP Ultra |
Class I |
30 bps | n/a | 30 | ||||
VP Inflation Protection |
Class I |
5 bps | n/a | 5 | ||||
VP Large Company Value |
Class I |
30 bps | n/a | 30 | ||||
VP Mid Cap Value |
Class I |
30 bps | n/a | 30 |
Class II Funds | Class | Administrative Service Reimbursement Fees |
12b1 Fee |
Total Fee | ||||
VP Income & Growth |
Class II |
10 bps | 25 | 35 | ||||
VP Inflation Protection |
Class II |
5 bps | 25 | 30 | ||||
VP International |
Class II |
15 bps | 25 | 40 | ||||
VP Large Company Value |
Class II |
15 bps | 25 | 40 | ||||
VP Mid Cap Value |
Class II |
15 bps | 25 | 40 | ||||
VP Ultra |
Class II |
15 bps | 25 | 40 | ||||
VP Value |
Class II |
15 bps | 25 | 40 | ||||
VP Capital Appreciation |
Class II |
15 bps | 25 | 40 |
AMENDMENT No. 1 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 30 day of September, 2011, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), AMERICAN FUNDS INSURANCE SERIES (Series), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY (CRMC), a corporate organized under the laws of the State of Delaware, (collectively, the Parties). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A, the Series and CRMC are parties to a Fund Participation Agreement dated January 28, 2008 (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add the COLI VUL-1 Series Account of First GWL&A to the Agreement;
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Attachment B of the Agreement and replacing it with the Attachment B attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to Class 1 in the Agreement are replaced with Class 2. |
2. | The following provision is added to the Agreement: |
The Insurance Company will be entitled to a Rule 12b-1 service fee paid by the Series, to be accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets of the Class 2 shares of each Fund attributable to the Contracts for personal services and account maintenance services for Contract owners for as long as the Series Plan of Distribution pursuant to Rule 12b-l under the 1940 Act remains in effect.
3. | All references to the Account now include the COLI VUL 1 Series Account of First GWL&A; |
4. | Attachment B of the Agreement is hereby replaced in its entirety with Attachment B as attached and incorporated by reference to this Amendment. |
1
Except as expressly supplemented, amended or consented to hereby, all of the representations and conditions of the Agreement will remain unamended and will continue to be in full force and effect.
[Intentionally Left Blank]
2
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day of , 2011.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By: | /s/ Christopher Bergeon |
Name: | Christopher Bergeon | |
Title: | VP | |
Date: | 9/29/11 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By: | /s/ Susan Gile |
Name: | Susan Gile | |
Title: | V.P. | |
Date: | 9.29.11 |
AMERICAN FUNDS INSURANCE SERIES
By its authorized officer,
By: | /s/ Steven I. Koszalka |
Name: | Steven I. Koszalka | |
Title: | Secretary | |
Date: | 10/6/11 |
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By its authorized officer,
By: | /s/ Michael J. Downer |
Name: Michael J. Downer | ||
Title: Senior Vice President and Secretary | ||
Date: 10/7/11 |
3
ATTACHMENT B
LIST OF ACCOUNTS:
COLI VUL 2 SERIES ACCOUNT OF GWLA
COLI VUL 4 SERIES ACCOUNT OF GWLA
COLI VUL 7 SERIES ACCOUNT OF GWLA
COLI VUL 1 SERIES ACCOUNT OF FGWLA
COLI VUL 2 SERIES ACCOUNT OF FGWLA
COLI VUL 4 SERIES ACCOUNT OF FGWLA
4
AMENDMENT No. 2 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 28th day of August, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A-NY), AMERICAN FUNDS INSURANCE SERIES (Series), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY (CRMC), a corporate organized under the laws of the State of Delaware, (collectively, the Parties). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, GWL&A-NY, the Series and CRMC are parties to a Fund Participation Agreement dated January 28, 2008, as amended, (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add the COLI VUL-14 Series Account of GWL&A to the Agreement;
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Attachment B of the Agreement and replacing it with the Attachment B attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to the Account now include the COLI VUL 14 Series Account of GWL&A; |
2. | Attachment B of the Agreement is hereby replaced in its entirety with Attachment B as attached and incorporated by reference to this Amendment. |
Except as expressly supplemented, amended or consented to hereby, all of the representations and conditions of the Agreement will remain unamended and will continue to be in full force and effect.
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 28th day of August, 2013.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By: /s/ Susan Gile
Name: Susan Gile
Title: VP - Individual Markets
Date: 8-30-2013
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By its authorized officer,
By: /s/ Ron Laeyendecker
Name: Ron Laeyendecker
Title: Senior Vice President
Date: 8-30-2013
AMERICAN FUNDS INSURANCE SERIES
By its authorized officer,
By: /s/ Steven I. Koszalka
Name: Steven I. Koszalka
Title: Secretary
Date: August 28, 2013
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By its authorized officer,
By: /s/ Michael J. Downer | ||
Name: Michael J. Downer | ||
Title: Senior Vice President and Secretary | ||
Date: August 28, 2013 |
2
ATTACHMENT B
LIST OF ACCOUNTS:
COLI VUL 2 SERIES ACCOUNT OF GWLA
COLI VUL 4 SERIES ACCOUNT OF GWLA
COLI VUL 7 SERIES ACCOUNT OF GWLA
COLI VUL 14 SERIES ACCOUNT OF GWLA
COLI VUL 1 SERIES ACCOUNT OF FGWLA
COLI VUL 2 SERIES ACCOUNT OF FGWLA
COLI VUL 4 SERIES ACCOUNT OF FGWLA
3
AMENDMENT No. 3 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 3rd day of April, 2014, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, (GWL&A-NY and together with GWL&A, Insurance Company) and AMERICAN FUNDS INSURANCE SERIES (the Series), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts, and CAPITAL RESEARCH AND MANAGEMENT COMPANY (CRMC) a corporation organized under the laws of the State of Delaware, (collectively, the Parties). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement (defined below).
WHEREAS, GWL&A, GWL&A-NY, the Series, and CRMC are parties to a Fund Participation Agreement dated January 28, 2008, as amended, (the Agreement); and
WHEREAS, the Parties desire and agree to amend the Agreement by deleting in its entirety Attachment A and Attachment B of the Agreement and replacing it with Attachment B attached hereto.
NOW, THERFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreements follows:
1. | The sixth recital is hereby deleted and replaced with the following: |
WHEREAS, certain Funds will serve as certain of the underlying investment mediums for the Contracts issued with respect to the Accounts listed on Attachment B; and |
2. | The first sentence of Section 4 is hereby deleted and replaced with the following: |
The Series agrees to make Class 1 shares, Class 2 shares and Class 4 shares of the Funds that offer such share classes available to the Contracts. Insurance Company agrees to give the Series and CRMC at least 30 days notice prior to adding any additional Funds or share classes of a Fund as underlying investment options to the Contracts. |
3. | The reference to Class 2 shares in the second paragraph of Section 4 (pursuant to item 1 of Amendment No. 1 to the Agreement) is replaced with Class 1 shares, Class 2 shares and Class 4 shares. |
4. | The provision added by item 2 in Amendment No. 1 to the Agreement is hereby deleted in its entirety and replaced with the following: |
Insurance Company will be entitled to a Rule 12b-l fee paid by the Series and to be accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets of the Class 2 shares and the Class 4 shares of each Fund attributable to the Contracts with investments in Accounts corresponding to the Class 2 and Class 4 shares of each Fund for as long as the |
Page 1 of 6
Series Plan of Distribution pursuant to Rule 12b-l under the 1940 Act for each of Class 2 shares or Class 4 shares (each, a 12b-l plan) remains in effect. |
5. | Attachment A of the Agreement is hereby deleted in its entirety. |
6. | Attachment B of the Agreement is hereby replaced in its entirety with Attachment B as attached and incorporated by reference to this Amendment. |
7. | The attached Attachment C is added to the Agreement. |
8. | The following Section 28 is added to the Agreement: |
28. Insurance Company, directly or through subcontractors (including a designated affiliate), shall provide the certain services described in this Agreement on behalf of American Funds Distributors, Inc. (AFD), American Funds Service Company (the Transfer Agent) and the Funds in connection with the sale and servicing of the Contracts in Class 1 shares and Class 2 Shares. The services to be provided by Insurance Company to its Accounts may include, (i) mailing and otherwise making available to Contractholders, shareholder communications including, without limitation, prospectuses, proxy materials, shareholder reports, unaudited semi-annual and audited annual financial statements, and other notices; (ii) handling general questions regarding the Funds from Contractholders including, without limitation, advising as to performance, yield being earned, dividends declared, and providing assistance with other questions concerning the Funds; (iii) preparing and mailing periodic account statements showing the total number of Account units owned by the Contractholder in that account, the value of such units, and purchases, redemptions, dividends, and distributions in the account during the period covered by the statement; and (iv) preparing and mailing IRS Form 1099-R, IRS Form W-2 and/or other IRS forms as required by applicable Internal Revenue Service rules and regulations. Administrative services to Contractholders shall be the responsibility of Insurance Company and shall not be the responsibility of the Funds, AFD, Transfer Agent or any of their affiliates. |
9. | The following Section 29 is added to the Agreement: |
29. During the term of this Agreement, Insurance Company shall perform the administrative services (Services) set forth on Attachment C hereto, as such exhibit may be amended from time to time by mutual consent of the parties, in respect of Accounts holding Class 4 Shares of each Fund. In consideration of Insurance Company performing the Services, the Series agrees to pay Insurance Company an administrative services fee of 0.25% of the average daily net asset value of all Class 4 shares of the Funds held by each Account, payable quarterly, in arrears, pursuant to an Insurance Administrative Services Plan adopted by the Series. The fee will be calculated as the product of (a) the average daily net asset value of all Class 4 shares of the Funds held by each Account during the quarter; (b) the number of days in the quarter; and (c) the quotient of 0.0025 divided by 365. The Series shall pay all fees within forty-five (45) days following the end of the calendar quarter for fees accrued during that quarter. The Series shall not be responsible for payment of fees for Services more than six (6) months in arrears in respect of accounts that were not timely identified by Insurance |
Page 2 of 6
Company as eligible for compensation pursuant to this Agreement. CRMC will evaluate periodically Insurance Companys service levels, including compliance with established NSCC guidelines, transaction errors, compliance with the prospectus and complaints from Contractholders, in determining whether to continue making payments under the Insurance Administrative Services Plan. Insurance Company represents to the Series and CRMC that it will not receive compensation for the Services from Contractholder fees or any other source. |
10. | Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect. |
Page 3 of 6
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: | /s/ Ron Laeyendecker | |
Name: | Ron Laeyendecker | |
Title: | Senior Vice President |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
By: | /s/ Susan Gile | |
Name: | Susan Gile | |
Title: | VP - Individual Markets |
AMERICAN FUNDS INSURANCE SERIES
By: | /s/ Steven I. Koszalka | |
Name: | Steven I. Koszalka | |
Title: | Secretary |
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By: | /s/ Michael J. Downer | |
Name: | Michael J. Downer | |
Title: | Senior Vice President and Secretary |
Page 4 of 6
Attachment B
List of Accounts
GWL&A Accounts:
COLI VUL-2 Series Account
COLI VUL-4 Series Account
COLI VUL-7 Series Account
COLI VUL-14 Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
GWL&A-NY Accounts:
COLI VUL-1 Series Account
COLI VUL-2 Series Account
COLI VUL-4 Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Page 5 of 6
Attachment C
Administrative Services
1. Periodic Reconciliation. The Insurance Company shall provide the Funds with sufficient information to allow for the periodic reconciliation of outstanding units of Insurance Company Accounts and shares of the Funds.
2. Record Maintenance. To facilitate the reconciliation activities described in paragraph 1 above, the Insurance Company shall maintain with respect to each Account holding the Funds Class 4 Shares and each Contractholder for whom such shares are beneficially owned the following records:
a. | Number of shares; |
b. | Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date; |
c. | Name and address and taxpayer identification numbers; |
d. | Records of distributions and dividend payments; and |
e. | Any transfers of shares. |
3. Fund Information. The Insurance Company shall respond to inquiries from Contractholders regarding the Funds, including questions about the Funds objectives and investment strategies.
4. Shareholder Communications. The Insurance Company shall provide for the delivery of certain Fund-related materials as required by applicable law or as requested by Contractholders. The Fund related materials shall consist of updated prospectuses and any supplements and amendments thereto, statements of additional information, annual and other periodic reports, proxy or information statements and other appropriate shareholder communications. The Insurance Company shall respond to inquiries from Contractholders relating to the services provided by it and inquiries relating to the Funds.
5. Transactional Services. The Insurance Company shall (a) communicate to the Funds transfer agent, purchase, redemption and exchange orders; and (b) communicate to the Accounts and Contractholders, mergers, splits and other reorganization activities of the Funds.
6. Other Information. The Insurance Company shall provide to the Accounts and Contractholders such other information as shall be required under applicable law and regulations.
Page 6 of 6
AMENDMENT TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT effective April 29, 2011, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), COLUMBIA FUNDS VARIABLE INSURANCE TRUST (the Fund), COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (ASSIGNEE OF COLUMBIA MANAGEMENT ADVISORS, LLC) (the Adviser), and COLUMBIA MANAGEMENT INVESTMENT DISTIBUTORS, INC. (ASSIGNEE OF COLUMBIA MANAGEMENT DISTRIBUTORS, INC.) (the Distributor), (collectively the Parties), Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A, the Fund, the Adviser and the Distributor entered into a Fund Participation Agreement dated April 30, 2009 (the Agreement); and
WHEREAS, the Parties desire correct a typographical error on Schedule A to the Agreement; and
WHEREAS, the Parties desire and agree to add the Columbia Variable Portfolio Mid Cap Growth Fund and the Columbia Variable Portfolio Small Company Growth Fund to the Designated Portfolios of the Agreement;
WHEREAS, the Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto; and
WHEREAS, the Parties desire and agree to amend the Agreement by deleting in its entirety Schedule B of the Agreement and replacing it with the Schedule B attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
2. |
The Columbia Mid Cap Growth Fund is hereby added as a Designated Portfolio of the Agreement. |
1
3. |
Schedule B of the Agreement is hereby replaced in its entirety with Schedule B as attached and incorporated by reference to this Amendment. |
2
IN WITNESS WHEREOF, the Parties have executed this Amendment effective the date listed above.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY |
By its authorized officer, | ||
By: | ||
Title: VP | ||
Date: 11/8/11 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY |
By its authorized officer, | ||
By: /s/ Susan Gile | ||
Title: V.P., Individual Markets | ||
Date: 11.7.11 |
COLUMBIA FUNDS VARIABLE INSURANCE TRUST |
By its authorized officer, | ||
By: | ||
Title: President | ||
Date: |
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC |
By its authorized officer, | ||
By: | ||
Title: Senior Vice President | ||
Date: 11-10-11 |
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. |
By its authorized officer, | ||
By: | ||
Title: Senior Vice President | ||
Date: 11-10-11 |
3
SCHEDULE A
SEPARATE ACCOUNTS
GWL&A Account(s):
COLI VUL-2 Series Account
COLI VUL-4 Series Account
COLI VUL-7 Series Account
FutureFunds Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
First GWL&A Account(s):
COLI VUL-1 Series Account
COLI VUL-2 Series Account
COLI VUL-4 Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
4
SCHEDULE B
Designated Portfolios
Columbia Variable Portfolio - Mid Cap Growth Fund
Columbia Variable Portfolio - Small Cap Value Fund
Columbia Variable Portfolio Small Company Growth Fund
5
AMENDMENT
TO
FUND PARTICIPATION AGREEMENT
WHEREAS, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A-NY), COLUMBIA FUNDS VARIABLE INSURANCE TRUST (the Fund), COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (ASSIGNEE OF COLUMBIA MANAGEMENT ADVISORS, LLC) (the Adviser), and COLUMBIA MANAGEMENT INVSETMENT DISTRIBUTORS, INC. (ASSIGNEE OF COLUMBIA MANAGEMENT DISTRIBUTORS, INC.) (the Distributor), collectively the Parties, entered into a Fund Participation Agreement dated April 30, 2009, as amended (the Agreement); and
WHEREAS, the Parties desire and agree to add GWL&As COLI VUL-14 Separate Account to the Agreement; and
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in their entirety Schedules A and B of the Agreement and replacing them with the Schedules A and B attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | GWL&As Separate Account COLI VUL-14 Series Account is hereby added to the Agreement. |
2. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
3. | Schedule B of the Agreement is hereby replaced in its entirety with Schedule B as attached and incorporated by reference to this Amendment. |
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 24th day of October, 2013.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: |
/s/ Susan Gile | |
Title: Susan Gile, VP Individual Markets | ||
Date: 10-24-2013 |
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By its authorized officer, | ||
By: |
/s/ Ron Laeyendecker |
Title: Ron Laeyendecker, Senior Vice President
Date: 10-24-2013
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
By its authorized officer, | ||
By: |
/s/ J. Kevin Connaughton | |
Title: J. Kevin Connaughton, President | ||
Date: |
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
By its authorized officer, | ||
By: |
| |
Title: | ||
Date: |
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By its authorized officer, | ||
By: |
| |
Title: | ||
Date: |
2
SCHEDULE A
SEPARATE ACCOUNTS
GWL&A Accounts:
COLI VUL-2 Series Account
COLI VUL-4 Series Account
COLI VUL-7 Series Account
COLI VUL-14 Series Account
GWL&A-NY Accounts:
COLI VUL-1 Series Account
COLI VUL-2 Series Account
COLI VUL-4 Series Account
3
SCHEDULE B
DESIGNATED PORTFOLIOS
Class 1 shares of all current and future Fund portfolios
4
FUND PARTICIPATION AGREEMENT
Great-West Life & Annuity Insurance Company
Great-West Life & Annuity Insurance Company of New York
Columbia Funds Variable Insurance Trust
Columbia Management Investment Advisers, LLC
and
Columbia Management Investment Distributors, Inc.
May 1, 2015
TABLE OF CONTENTS
Article I. Sale of Fund Shares |
3 | |||
Article II. Representations and Warranties |
5 | |||
Article III. Prospectuses and Proxy Statements; Voting |
10 | |||
Article IV. Sales Material and Information |
11 | |||
Article V. Fees and Expenses |
12 | |||
Article VI. Diversification and Qualification |
12 | |||
Article VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order |
14 | |||
Article VIII. Indemnification |
16 | |||
Article IX. Applicable Law |
20 | |||
Article X. Termination |
20 | |||
Article XI. Notices |
22 | |||
Article XII. Miscellaneous |
23 | |||
SCHEDULE A |
27 | |||
SCHEDULE B |
28 | |||
SCHEDULE C |
29 |
PARTICIPATION AGREEMENT
Among
Great-West Life & Annuity Insurance Company
Great-West Life & Annuity Insurance Company of New York
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
and
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
THIS AGREEMENT, made and entered into as of this 1st day of May, 2015 (the Effective Date), by and among Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York (the Company), respectively a Colorado and a New York life insurance company, on its own behalf and on behalf of its separate accounts (the Accounts); COLUMBIA FUNDS VARIABLE INSURANCE TRUST, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the Fund); COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (the Adviser), a Delaware limited liability company; and COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. (the Distributor), a Massachusetts corporation.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the Variable Insurance Products) to be offered by insurance companies, many of which have entered into participation agreements similar to this Agreement (hereinafter Participating Insurance Companies); and
WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a portfolio and representing the interest in a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund is able to rely on an order from the Securities and Exchange Commission (hereinafter the SEC) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another
1
and qualified pension and retirement plans (Qualified Plans) (hereinafter the Mixed and Shared Funding Exemptive Order); and
WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the portfolios are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the 1934 Act) and is a member in good standing of the Financial Industry Regulatory Authority (FINRA); and
WHEREAS, the Company has issued and plans to continue to issue certain variable life insurance policies and/or variable annuity contracts supported wholly or partially by the Accounts (the Contracts), and the Contracts are listed on Schedule A attached hereto and incorporated herein by reference, as such schedule may be amended from time to time by mutual written agreement of the parties; and
WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company under the insurance laws of the State of Colorado and New York, to set aside and invest assets attributable to the Contracts; and
WHEREAS, the Company has registered each Account as a unit investment trust under the 1940 Act, unless such Account is exempt from registration thereunder;
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios listed on Schedule B attached hereto and incorporated herein by reference, as such schedule may be amended from time to time by mutual written agreement of the parties (the Portfolios), on behalf of the Accounts to fund the Contracts, and the Distributor is authorized to sell such shares to unit investment trusts such as the Accounts at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company also intends to continue to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Accounts to fund the Contracts.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Distributor and the Adviser agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. The Distributor agrees to sell to the Company those shares of the Portfolios which the Account orders, executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Portfolios,
2
subject to the terms and conditions set forth in the Funds then-current prospectus. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such order sufficiently in advance of 10:00 a.m. Eastern time on the next following Business Day to effect any purchase by 10:00 a.m. Eastern time on that Business Day. The parties agree that receipt by the Fund of notice of such order prior to 9:00 a.m. Eastern time will be deemed to be sufficiently in advance for purposes of the preceding sentence; receipt of such notice between 9:00 a.m. and 10:00 a.m. Eastern time will be deemed to be sufficiently in advance solely in the discretion of the Fund or its designee (which shall not be the Company). Any such notice received between 9:00 a.m. and 10:00 a.m. Eastern time that the Fund or its designee (which shall not be the Company) deems not to have been received sufficiently in advance will become a notice for execution at the net asset value next computed on such next Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which a Portfolio calculates its net asset value pursuant to the rules of the SEC.
1.2. The Fund agrees to make shares of the Portfolios available for purchase at the applicable net asset value per share by the Company and the Accounts on those days on which the Fund calculates its Portfolios net asset value pursuant to rules of the SEC, and the Fund shall calculate such net asset value on each day on which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Fund may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund acting in good faith, necessary or appropriate in the best interests of the shareholders of such Portfolio. All orders received by the Company shall be subject to the terms of the then current prospectus of the Fund, including the Funds excessive trading policies. The Company shall use its best efforts, and shall reasonably cooperate with, the Fund to enforce stated prospectus policies regarding transactions in Portfolio shares. The Company represents and warrants to the Fund, the Adviser and the Distributor that the Companys personnel have sufficient expertise and experience to implement this Agreement in accordance with its terms. The Company acknowledges that orders received by it in violation of the Funds stated policies may be subsequently revoked or cancelled by the Fund and that the Fund shall not be responsible for any losses incurred by the Company or the Contract owner as a result of such cancellation. In addition, the Company acknowledges that the Fund has the right to refuse any purchase order for any reason, particularly if the Fund determines that a Portfolio would be unable to invest the money effectively in accordance with its investment policies or would otherwise be adversely affected due to the size of the transaction, frequency of trading, or other factors.
1.3. The Fund will not sell shares of the Portfolios to any other Participating Insurance Company separate account unless an agreement containing provisions the substance of which are the same as Sections 2.1, 2.2 (except with respect to designation of applicable law), 3.5, 3.6, 3.7, and Article VII of this Agreement is in effect to govern such sales.
1.4. The Fund agrees to redeem for cash, on the Companys request, any full or fractional shares of the Portfolios held by the Company, executing such requests on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.4, the Company shall be the designee of
3
the Fund for receipt of requests for redemption and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such request for redemption sufficiently in advance of 10:00 a.m. Eastern time on the next following Business Day to effect any redemption by 10:00 a.m. Eastern time on that Business Day. The parties agree that receipt by the Fund of notice of such order prior to 9:00 a.m. Eastern time will be deemed to be sufficiently in advance for purposes of the preceding sentence; receipt of such notice between 9:00 a.m. and 10:00 a.m. Eastern time will be deemed to be sufficiently in advance solely in the discretion of the Fund or its designee. Any such notice received between 9:00 a.m. and 10:00 a.m. Eastern time that the Fund or its designee deems not to have been received sufficiently in advance will become a notice for execution at the net asset value next computed on such next Business Day.
1.5. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Funds shares may be sold to other Participating Insurance Companies (subject to Section 1.3) and the cash value of the Contracts may be invested in other investment companies.
1.6. In the event of net purchases, the Company shall pay for Fund shares by 3:00 p.m. Eastern time on the next Business Day after an order to purchase Fund shares is received in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire and/or by a credit for any shares redeemed the same day as the purchase.
1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund shares by 2:00 p.m. Eastern Time on the next Business Day after a redemption order is received in accordance with Section 1.4 hereof; provided, however, that the Fund may delay payment in extraordinary circumstances to the extent permitted under Section 22(e) of the 1940 Act. Payment shall be in federal funds transmitted by wire and/or a credit for any shares purchased the same day as the redemption.
Each party has the right to rely on information or confirmations provided by the other party (or by an affiliate of the other party), and shall not be liable in the event that an error is a result of any misinformation supplied by the other party.
1.8. Issuance and transfer of the Funds shares will be by book entry only. Stock certificates will not be issued to the Company or the Accounts. Shares purchased from the Fund will be recorded in an appropriate title for the relevant Account or the relevant sub-account of an Account.
1.9. The Fund shall furnish same day notice (by electronic communication or telephone, followed by electronic confirmation) to the Company of any income, dividends or capital gain distributions payable on a Portfolios shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolios shares in cash.
1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on each Business Day as soon as reasonably practicable after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share
4
available by 7:00 p.m. Eastern time. In the event of an error in the computation of a Portfolios net asset value per share (NAV) or any dividend or capital gain distribution (each, a pricing error), the Adviser or the Fund shall notify the Company as soon as possible after discovery of the error. Such notification may be oral, but shall be confirmed promptly in writing. A pricing error shall be corrected in accordance with the Funds policies and procedures, which comply in all material respects with applicable law. Upon notification by the Adviser of any overpayment due to a material error, the Company shall promptly remit to the Adviser any overpayment that has not been paid to Contract owners. In no event shall the Company be liable to Contract owners for any such adjustments or underpayment amounts. Only the following pricing errors shall be deemed to be materially incorrect or constitute a material error for purposes of this Agreement: pricing errors that result in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share.
1.11. The parties agree to mutually cooperate with respect to any state insurance law restriction or requirement applicable to the Funds investments; provided, however, that the Fund reserves the right not to implement restrictions or take other actions required by state insurance law if the Fund or the Adviser determines that the implementation of the restriction or other action is not in the best interest of Fund shareholders.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that: (a) Contracts or interests in the Accounts are or will be registered under the 1933 Act, or are not so registered in proper reliance upon an exemption from such registration requirements (in the event the Company or the Account relies upon an exemption from such registration requirements, the Company undertakes to promptly so notify the Fund); (b) the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (c) the sale of the Contracts shall comply in all material respects with state insurance suitability requirements.
2.2. The Company represents and warrants that: (a) it is an insurance company duly organized and in good standing under applicable law; (b) it has legally and validly established each Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado and New York law, as applicable; and (c) it has registered each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and will maintain such registration for so long as any Contracts are outstanding as required by applicable law or, alternatively, the Company has not registered one or more Accounts in proper reliance upon an exclusion from such registration requirements.
2.3. The Fund represents and warrants that: (a) the Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act; (b) the Fund shares sold pursuant to this Agreement shall be duly authorized for issuance and sold in compliance with all applicable state and federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act; (c) the Fund is and shall remain registered under the 1940 Act; and (d) the Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
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2.4. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it may make such payments in the future subject to applicable law and after providing notice to the Company.
2.5. The Fund represents and warrants that it shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law.
2.6. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.
2.7. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states.
2.8. The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with any applicable state and federal securities laws.
2.9. The Distributor represents and warrants that it is and shall remain duly registered as a broker-dealer under all applicable federal and state securities laws and is a member in good standing with FINRA, and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of any applicable state and federal securities laws.
2.10. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.11. To the extent permitted by law and the Funds compliance policies and procedures, the Fund and the Adviser represent and warrant that they will provide the Company with notice as is reasonably practicable of any material change affecting the Portfolios (including, but not limited to, any material change in the registration statement or prospectus affecting the Portfolios) and any proxy solicitation affecting the Portfolios and advise the Company concerning the implementation of any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expense by implementing them in conjunction with regular annual updates of the prospectus for the Contracts where reasonably practicable.
2.12. The Company represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended (the Code), that the Contracts are currently and at the time of issuance will be treated as annuity contracts or life insurance policies under applicable provisions of the Code, and that it will make every effort to
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maintain such treatment and that it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that each Account is a segregated asset account and that interests in each Account are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
2.13. The Company represents and warrants that it is currently in compliance, and will remain in compliance, with all applicable anti-money laundering laws, regulations, and requirements. In addition, the Company represents and warrants that it has adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
2.14. The Company represents and warrants that it is currently in compliance, and will remain in compliance, with all applicable laws, rules and regulations relating to consumer privacy, including, but not limited to, Regulation S-P.
2.15. The Company represents and warrants that it has adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures (Late Trading Procedures) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Fund shares communicated to the Fund to be treated in accordance with Article I of this Agreement as having been received on a Business Day, have been received by the Valuation Time on such Business Day and were not modified after the Valuation Time, and that all orders received from Contract owners but not rescinded by the Valuation Time were communicated to the Fund or its agent as received for that Business Day. The Company represents and warrants that it has adopted and implemented controls reasonably designed to ensure that all orders received by the Company after the close of the New York Stock Exchange on a particular Business Day will not be aggregated with orders received by the Company before the close of the New York Stock Exchange on such Business Day. Valuation Time shall mean the time as of which the Fund calculates net asset value for the shares of the Portfolios on the relevant Business Day.
2.16. Each transmission of orders by the Company shall constitute a representation by the Company that such orders are accurate and complete and relate to orders received by the Company by the Valuation Time on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Fund shares received from Contract owners but not rescinded by the Valuation Time. The Company agrees to provide the Fund or its designee with a copy of the Late Trading Procedures and such certifications and representations regarding the Late Trading Procedures as the Fund or its designee may reasonably request. The Company will promptly notify the Fund in writing of any material change to the Late Trading Procedures.
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2.17 (a) The Company agrees to cooperate with all requests by the Fund with respect to discouraging, monitoring and terminating patterns of trading that the Fund deems disruptive, including providing no less than weekly, the Taxpayer Identification Number (TIN), if known, of any and all Contract owner(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Contract owner(s) or account (if known) and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer or exchange of the Portfolios shares held through an Account maintained by the Company.
(i) The Fund may request such transaction information older than three (3) months from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. If the Company provides the Fund a daily feed, unless otherwise directed by the Fund, the Company agrees to provide the information specified in this Section 2.17(a) for each trading day.
(ii) The Company agrees to transmit the transaction information that is on its books and records to the Fund or its designee promptly, but in any event not later than five (5) business days, upon the conclusion of the period covered by the information. If the transaction information is not on the Companys books and records, the Company agrees to use reasonable efforts to: (A) promptly obtain and transmit the requested information; (B) obtain assurances from the Contract owner that the requested information will be provided to the Fund promptly; or (C) if directed by the Fund, restrict or prohibit further purchases of the Funds shares from such Contract owner. In such instance, the Company agrees to inform the Fund whether it plans to perform (A), (B), or (C). Responses required by this sub-Section must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the National Securities Clearing Corporations Standardized Data Reporting Format.
(iii) The Fund agrees not to use the information received pursuant to this Section 2.17(a) for marketing or any other similar purpose without the Companys prior written consent.
(b) The Company agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of the Portfolios shares by a Contract owner that has been identified by a Fund as having engaged in transactions of such Portfolios shares (directly or indirectly through your account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Fund.
(i) | Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the Contract owner or other agreed upon information to which the instruction relates. |
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(ii) | The Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt by the Company of the instructions. |
(iii) | The Company must provide written confirmation to the Fund that instructions have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed. |
(c) | For purposes of this Section 2.17: |
(i) | The term Fund includes the Adviser and Columbia Management Investment Services Corp., the Funds Transfer Agent, but does not include any excepted funds as defined in Rule 22c-2(b) under the 1940 Act. |
(ii) | The term Contract owner means holder of interests in a variable annuity or variable life insurance Contract issued by the Company. |
(iii) | The term written includes electronic writings and facsimile transmissions. |
2.18 The Company agrees to cooperate fully with any and all efforts by the Fund to assure the Fund that the Company has implemented effective compliance policies and procedures administered by qualified personnel as required by and in accordance with any and all applicable laws, rules and regulations.
2.19 Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by 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 III. Prospectuses and Proxy Statements; Voting
3.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Funds current prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Distributor shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Fund printed together in one document.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Fund be distributed to all Contract owners, then the Distributor shall provide the Company with copies of the Funds SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
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3.3. The Distributor shall provide the Company with copies of the Funds proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares in its own right, to the extent permitted by law.
3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Company develops or proposes to use and in which the Fund (or Portfolio thereof), the Adviser or the Distributor is named in connection with the Contracts, at least ten (10) business days prior to its use. No such material shall be used if the Fund objects to such use within five (5) business days after receipt of such material.
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4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, including the prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the permission of the Fund, Distributor or Adviser.
4.3. The Fund, the Adviser or the Distributor shall furnish, or shall cause to be furnished, to the Company, a copy of each piece of sales literature or other promotional material in which the Company and/or its Accounts are named at least ten (10) business days prior to its use. No such material shall be used if the Company objects to such use within five (5) business days after receipt of such material.
4.4. The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, or the Contracts other than the information or representations contained in a registration statement, including the prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. For purposes of Articles IV and VIII, the phrase sales literature and other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the 1940 Act.
4.6. At the request of any party to this Agreement, each other party will make available to the other partys independent auditors and/or representatives of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any partys obligations under this Agreement.
ARTICLE V. Fees and Expenses
5.1. The Fund, the Distributor and the Adviser shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Fund, the Distributor or Adviser under this Agreement; provided, however, (a) the parties will bear their own expenses as reflected in Schedule C and other provisions of this Agreement, and (b) the parties may enter into other agreements relating to the Companys investment in the Fund, including services agreements.
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Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of the Portfolio and the Accounts.
ARTICLE VI. Diversification and Qualification
6.1. The Fund, Distributor and Adviser represent and warrant that the Fund and each Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include, upon reasonable request, a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement.
6.2. The Fund, the Distributor and the Adviser agree that shares of the Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. No shares of any Portfolio of the Fund will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the Code and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Portfolio to any person, including members of the general public.
6.3. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.4. The Company agrees that if the Internal Revenue Service (IRS) asserts in writing in connection with any governmental audit or review of the Company (or, to the Companys knowledge, of any Contract owner) that any Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure:
(a) The Company shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim;
(b) The Company shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure;
(c) The Company shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent;
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(d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission;
(e) The Company shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure;
(f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Company shall not be required to bear the costs and expenses, including reasonable attorneys fees, incurred by the Company in complying with this clause (f).
ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order
7.1. The Board of Trustees of the Fund (the Board) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever Contract owner voting
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instructions are to be disregarded. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners.
7.3. If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, the Distributor, the Adviser or any subadviser to any of the Portfolios (the Independent Directors), that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. The Companys responsibility to take remedial action shall be carried out by the Company with a view only to the interests of Contract owners.
7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Funds election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six-month period the Adviser, the Distributor and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund, subject to the terms of the Funds then-current prospectus.
7.5. If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Accounts investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Until the end of the foregoing six-month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund, subject to the terms of the Funds then-current prospectus.
7.6. For purposes of Sections 7.3 through 7.5 of this Agreement, a majority of the Independent Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to
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establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Independent Directors.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1. Indemnification by the Company
(a) The Company agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers, employees, agents and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature or other
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promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of the Company; or
(iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, including without limitation Section 2.12 and Section 6.4 hereof,
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement.
(c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the
16
Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Indemnified Parties will promptly notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Funds registration statement under the 1933 Act or prospectus, (ii) any request by the SEC for any amendment to such registration statement or prospectus that may affect the offering of shares of the Fund, (iii) the initiation of any litigation or proceedings for that purpose or for any other purpose relating to the registration or offering of the Funds shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances 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 of the Contracts issued or to be issued by the Company. The Fund and Adviser will make every reasonable effort to prevent the issuance, with respect to any Fund, 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.
8.2. Indemnification by the Adviser
(a) The Adviser agrees to indemnify and hold harmless the Company and its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Portfolios or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the
17
foregoing) or otherwise for use in connection with the sale of the Contracts or the Portfolios; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Portfolios; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the Adviser, the Distributor or the Fund; or
(iv) arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or
(vi) arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate;
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof.
(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement.
(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal
18
process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Advisers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Company and its broker-dealer subsidiary agree promptly to notify the Fund, the Distributor or the Adviser of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account relating to the Contracts, (ii) any request by the SEC for any amendment to the registration statement or Account prospectus that may affect the offering of shares of the Fund, (iii) the initiation of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account for that purpose or for any other purpose relating to the registration or offering of each Accounts interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. 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.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
19
(a) at the option of any party, with or without cause, with respect to some or all Portfolios, upon sixty (60) days advance written notice delivered to the other parties; or
(b) at the option of the Company by written notice to the other parties with respect to any Portfolio based upon the Companys determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or
(c) at the option of the Company by written notice to the other parties with respect to any Portfolio in the event any of the Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or
(d) at the option of the Fund, Distributor or Adviser in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or
(e) at the option of the Company in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if the Company reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; or
(f) At the option of the Company by written notice to the Fund, the Adviser and the Distributor, in the event that any Portfolio (i) ceases to qualify, or the Company reasonably believes such Portfolio may fail to so qualify, as a Regulated Investment Company under Subchapter M or (ii) fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof; or
(g) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the defaulting party) other than as described in Section 10.1(a)-(h); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party; or
(h) at any time upon written agreement of all parties to this Agreement.
10.2. Notice Requirement
20
No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,
(a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties;
(b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e) or 10.1(g) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c) or 10.1(f), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice.
10.3. Effect of Termination
Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or the Company to meet Section 817(h) of the Code diversification requirements, the Fund, the Distributor and the Adviser shall, at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
10.4. Surviving Provisions
Notwithstanding any termination of this Agreement, each partys obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties.
If to the Company:
Great West Life and Annuity Insurance Company
21
Great West Life and Annuity Insurance Company of New York
8515 East Orchard Road
Greenwood Village CO 80111
Attention: Chief Compliance Officer
If to the Fund:
Columbia Funds Variable Insurance Trust
225 Franklin Street
Boston, MA 02110
Attention: Secretary
If to the Adviser:
Columbia Management Investment Advisers, LL
225 Franklin Street
Boston, MA 02110
Attention: Secretary
If to the Distributor:
Columbia Management Investment Distributors, Inc.
225 Franklin Street
Boston, MA 02101
Attention: Secretary
ARTICLE XII. Miscellaneous
12.1. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information may come into the public domain. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
22
12.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
12.6. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.
12.9. The Company agrees that the obligations assumed by the Fund, Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Fund, Distributor and Adviser and their respective assets and the Company shall not seek satisfaction of any such obligation from the shareholders of the Fund, Distributor or the Adviser, the Directors, officers, employees or agents of the Fund, Distributor or Adviser, or any of them.
12.10. The Fund, the Distributor and the Adviser agree that the obligations assumed by the Company pursuant to this Agreement shall be limited in any case to the Company and its assets and neither the Fund, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of the Company, the directors, officers, employees or agents of the Company, or any of them.
12.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund.
23
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be effective as of the Effective Date, to be executed in its name and on its behalf by its duly authorized representative, and its seal to be hereunder affixed hereto as of the date specified below.
|
Great-West Life & Annuity Insurance Company |
| ||||||
By its authorized officer, | ||||||||
By: | /s/ Susan Gile |
|||||||
Title: Susan Gile, V.P. Individual Markets | ||||||||
Great-West Life & Annuity Insurance Company of New York By its authorized officer, |
||||||||
By: | /s/ Ron Laeyendecker |
|||||||
Title: Ron Laeyendecker, Senior Vice President |
|
|||||||
COLUMBIA FUNDS VARIABLE INSURANCE TRUST | ||||||||
By its authorized officer, | ||||||||
By: |
|
|||||||
Title: Vice President | ||||||||
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | ||||||||
By its authorized officer, | ||||||||
By: |
|
|||||||
Title: Managing Director | ||||||||
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS INC. | ||||||||
By its authorized officer, | ||||||||
By: |
|
|||||||
Title: Managing Director |
24
SCHEDULE A
CONTRACTS
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company (GWLA) contracts
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York (GWLANY) contracts
Variable Annuity-2 Series Account of GWLA contracts
Variable Annuity-2 Series Account of GWLANY contracts
FutureFunds Series Account of GWLA contracts
FutureFunds II Series Account of GWLA contracts
FutureFunds II Series Account of GWLANY contracts
COLI VUL-1 Series Account of GWLANY contracts
COLI VUL-2 Series Account of GWLA contracts
COLI VUL-2 Series Account of GWLANY contracts
COLI VUL-4 Series Account of GWLA contracts
COLI VUL-7 Series Account of GWLA contracts
25
SCHEDULE B
Columbia Funds Variable Insurance Trust
Class 1 and Class 2 Shares of all Columbia Variable Portfolios* under Columbia Funds Variable Insurance Trust
*Portfolios managed by Columbia Management Investment Advisers, LLC
26
SCHEDULE C
EXPENSES
The Fund and/or the Distributor and/or Adviser, and the Company will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Funds share of the total costs determined according to the number of pages of the Funds respective portions of the documents.
Item | Function | Party Responsible for Coordination
|
Party Responsible for Expense
| |||
Mutual Fund Prospectus | Electronic copy of combined prospectuses made available | Company | Current Fund Prospective Company | |||
Distribution (including postage) to Current Clients | Company | Fund | ||||
Distribution (including postage) to Prospective Clients | Company | Company | ||||
Product Prospectus | Printing and Distribution for Current and Prospective Clients | Company | Company | |||
Mutual Fund Prospectus Update & Distribution | Electronic copy, if Required by Fund, Distributor or Adviser | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
If Required by Company | Company (Fund, Distributor or Adviser to provide Company with document in PDF format) | Company |
27
Item | Function | Party Responsible for Coordination
|
Party Responsible for Expense
| |||
Product Prospectus Update & Distribution | If Required by Fund, Distributor or Adviser | Company | Fund, Distributor or Adviser | |||
If Required by Company | Company | Company | ||||
Mutual Fund SAI | Printing | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution (including postage) | Party who receives the request | Party who receives the request | ||||
Product SAI | Printing | Company | Company | |||
Distribution | Company | Company | ||||
Proxy Material for Mutual Fund | Electronic copy of proxy if required by Law | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution (including labor) if proxy required by Law | Company | Fund, Distributor or Adviser | ||||
Printing & distribution if required by Company | Company | Company | ||||
Mutual Fund Annual & Semi-Annual Report | Electronic copy made available | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution | Company | Fund, Distributor or Adviser | ||||
Operations of the Accounts | Federal registration of units of separate account (24f-2 fees) | Company | Company |
28
FUND PARTICIPATION AGREEMENT
Great-West Life & Annuity Insurance Company
Great-West Life & Annuity Insurance Company of New York
Columbia Funds Variable Insurance Trust I
Columbia Management Investment Advisers, LLC
and
Columbia Management Investment Distributors, Inc.
May 1, 2015
TABLE OF CONTENTS
Article I. Sale of Fund Shares |
3 | |
Article II. Representations and Warranties |
5 | |
Article III. Prospectuses and Proxy Statements; Voting |
10 | |
Article IV. Sales Material and Information |
11 | |
Article V. Fees and Expenses |
12 | |
Article VI. Diversification and Qualification |
12 | |
Article VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order |
14 | |
Article VIII. Indemnification |
16 | |
Article IX. Applicable Law |
20 | |
Article X. Termination |
20 | |
Article XI. Notices |
22 | |
Article XII. Miscellaneous |
23 | |
SCHEDULE A |
26 | |
SCHEDULE B |
27 | |
SCHEDULE C |
28 |
PARTICIPATION AGREEMENT
Among
Great-West Life & Annuity Insurance Company
Great-West Life & Annuity Insurance Company of New York
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
and
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
THIS AGREEMENT, made and entered into as of this 1st day of May, 2015 (the Effective Date), by and among Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York (the Company), respectively a Colorado and a New York life insurance company, on its own behalf and on behalf of its separate accounts (the Accounts); COLUMBIA FUNDS VARIABLE INSURANCE TRUST I, an open-end management investment company organized under the laws of the State of Delaware (the Fund); COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (the Adviser), a Delaware limited liability company; and COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. (the Distributor), a Massachusetts corporation.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the Variable Insurance Products) to be offered by insurance companies, many of which have entered into participation agreements similar to this Agreement (hereinafter Participating Insurance Companies); and
WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a portfolio and representing the interest in a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund is able to rely on an order from the Securities and Exchange Commission (hereinafter the SEC) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance
1
separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (Qualified Plans) (hereinafter the Mixed and Shared Funding Exemptive Order); and
WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the portfolios are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the 1934 Act) and is a member in good standing of the Financial Industry Regulatory Authority (FINRA); and
WHEREAS, the Company has issued and plans to continue to issue certain variable life insurance policies and/or variable annuity contracts supported wholly or partially by the Accounts (the Contracts), and the Contracts are listed on Schedule A attached hereto and incorporated herein by reference, as such schedule may be amended from time to time by mutual written agreement of the parties; and
WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company under the insurance laws of the State of Colorado and New York, to set aside and invest assets attributable to the Contracts; and
WHEREAS, the Company has registered each Account as a unit investment trust under the 1940 Act, unless such Account is exempt from registration thereunder;
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios listed on Schedule B attached hereto and incorporated herein by reference, as such schedule may be amended from time to time by mutual written agreement of the parties (the Portfolios), on behalf of the Accounts to fund the Contracts, and the Distributor is authorized to sell such shares to unit investment trusts such as the Accounts at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company also intends to continue to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Accounts to fund the Contracts.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Distributor and the Adviser agree as follows:
2
ARTICLE I. Sale of Fund Shares
1.1. The Distributor agrees to sell to the Company those shares of the Portfolios which the Account orders, executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Portfolios, subject to the terms and conditions set forth in the Funds then-current prospectus. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such order sufficiently in advance of 10:00 a.m. Eastern time on the next following Business Day to effect any purchase by 10:00 a.m. Eastern time on that Business Day. The parties agree that receipt by the Fund of notice of such order prior to 9:00 a.m. Eastern time will be deemed to be sufficiently in advance for purposes of the preceding sentence; receipt of such notice between 9:00 a.m. and 10:00 a.m. Eastern time will be deemed to be sufficiently in advance solely in the discretion of the Fund or its designee (which shall not be the Company). Any such notice received between 9:00 a.m. and 10:00 a.m. Eastern time that the Fund or its designee (which shall not be the Company) deems not to have been received sufficiently in advance will become a notice for execution at the net asset value next computed on such next Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which a Portfolio calculates its net asset value pursuant to the rules of the SEC.
1.2. The Fund agrees to make shares of the Portfolios available for purchase at the applicable net asset value per share by the Company and the Accounts on those days on which the Fund calculates its Portfolios net asset value pursuant to rules of the SEC, and the Fund shall calculate such net asset value on each day on which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Fund may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund acting in good faith, necessary or appropriate in the best interests of the shareholders of such Portfolio. All orders received by the Company shall be subject to the terms of the then current prospectus of the Fund, including the Funds excessive trading policies. The Company shall use its best efforts, and shall reasonably cooperate with, the Fund to enforce stated prospectus policies regarding transactions in Portfolio shares. The Company represents and warrants to the Fund, the Adviser and the Distributor that the Companys personnel have sufficient expertise and experience to implement this Agreement in accordance with its terms. The Company acknowledges that orders received by it in violation of the Funds stated policies may be subsequently revoked or cancelled by the Fund and that the Fund shall not be responsible for any losses incurred by the Company or the Contract owner as a result of such cancellation. In addition, the Company acknowledges that the Fund has the right to refuse any purchase order for any reason, particularly if the Fund determines that a Portfolio would be unable to invest the money effectively in accordance with its investment policies or would otherwise be adversely affected due to the size of the transaction, frequency of trading, or other factors.
1.3. The Fund will not sell shares of the Portfolios to any other Participating Insurance Company separate account unless an agreement containing provisions the substance of which are
3
the same as Sections 2.1, 2.2 (except with respect to designation of applicable law), 3.5, 3.6, 3.7, and Article VII of this Agreement is in effect to govern such sales.
1.4. The Fund agrees to redeem for cash, on the Companys request, any full or fractional shares of the Portfolios held by the Company, executing such requests on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.4, the Company shall be the designee of the Fund for receipt of requests for redemption and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such request for redemption sufficiently in advance of 10:00 a.m. Eastern time on the next following Business Day to effect any redemption by 10:00 a.m. Eastern time on that Business Day. The parties agree that receipt by the Fund of notice of such order prior to 9:00 a.m. Eastern time will be deemed to be sufficiently in advance for purposes of the preceding sentence; receipt of such notice between 9:00 a.m. and 10:00 a.m. Eastern time will be deemed to be sufficiently in advance solely in the discretion of the Fund or its designee. Any such notice received between 9:00 a.m. and 10:00 a.m. Eastern time that the Fund or its designee deems not to have been received sufficiently in advance will become a notice for execution at the net asset value next computed on such next Business Day.
1.5. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Funds shares may be sold to other Participating Insurance Companies (subject to Section 1.3) and the cash value of the Contracts may be invested in other investment companies.
1.6. In the event of net purchases, the Company shall pay for Fund shares by 3:00 p.m. Eastern time on the next Business Day after an order to purchase Fund shares is received in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire and/or by a credit for any shares redeemed the same day as the purchase.
1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund shares by 2:00 p.m. Eastern Time on the next Business Day after a redemption order is received in accordance with Section 1.4 hereof; provided, however, that the Fund may delay payment in extraordinary circumstances to the extent permitted under Section 22(e) of the 1940 Act. Payment shall be in federal funds transmitted by wire and/or a credit for any shares purchased the same day as the redemption.
Each party has the right to rely on information or confirmations provided by the other party (or by an affiliate of the other party), and shall not be liable in the event that an error is a result of any misinformation supplied by the other party.
1.8. Issuance and transfer of the Funds shares will be by book entry only. Stock certificates will not be issued to the Company or the Accounts. Shares purchased from the Fund will be recorded in an appropriate title for the relevant Account or the relevant sub-account of an Account.
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1.9. The Fund shall furnish same day notice (by electronic communication or telephone, followed by electronic confirmation) to the Company of any income, dividends or capital gain distributions payable on a Portfolios shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolios shares in cash.
1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on each Business Day as soon as reasonably practicable after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time. In the event of an error in the computation of a Portfolios net asset value per share (NAV) or any dividend or capital gain distribution (each, a pricing error), the Adviser or the Fund shall notify the Company as soon as possible after discovery of the error. Such notification may be oral, but shall be confirmed promptly in writing. A pricing error shall be corrected in accordance with the Funds policies and procedures, which comply in all material respects with applicable law. Upon notification by the Adviser of any overpayment due to a material error, the Company shall promptly remit to the Adviser any overpayment that has not been paid to Contract owners. In no event shall the Company be liable to Contract owners for any such adjustments or underpayment amounts. Only the following pricing errors shall be deemed to be materially incorrect or constitute a material error for purposes of this Agreement: pricing errors that result in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share.
1.11. The parties agree to mutually cooperate with respect to any state insurance law restriction or requirement applicable to the Funds investments; provided, however, that the Fund reserves the right not to implement restrictions or take other actions required by state insurance law if the Fund or the Adviser determines that the implementation of the restriction or other action is not in the best interest of Fund shareholders.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that: (a) Contracts or interests in the Accounts are or will be registered under the 1933 Act, or are not so registered in proper reliance upon an exemption from such registration requirements (in the event the Company or the Account relies upon an exemption from such registration requirements, the Company undertakes to promptly so notify the Fund); (b) the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (c) the sale of the Contracts shall comply in all material respects with state insurance suitability requirements.
2.2. The Company represents and warrants that: (a) it is an insurance company duly organized and in good standing under applicable law; (b) it has legally and validly established each Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado and New York law, as applicable; and (c) it has registered each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and will maintain such registration for so long as any Contracts are outstanding as required by applicable law or, alternatively, the Company has not
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registered one or more Accounts in proper reliance upon an exclusion from such registration requirements.
2.3. The Fund represents and warrants that: (a) the Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act; (b) the Fund shares sold pursuant to this Agreement shall be duly authorized for issuance and sold in compliance with all applicable state and federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act; (c) the Fund is and shall remain registered under the 1940 Act; and (d) the Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2.4. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it may make such payments in the future subject to applicable law and after providing notice to the Company.
2.5. The Fund represents and warrants that it shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law.
2.6. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act.
2.7. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states.
2.8. The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with any applicable state and federal securities laws.
2.9. The Distributor represents and warrants that it is and shall remain duly registered as a broker-dealer under all applicable federal and state securities laws and is a member in good standing with FINRA, and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of any applicable state and federal securities laws.
2.10. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
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2.11. To the extent permitted by law and the Funds compliance policies and procedures, the Fund and the Adviser represent and warrant that they will provide the Company with notice as is reasonably practicable of any material change affecting the Portfolios (including, but not limited to, any material change in the registration statement or prospectus affecting the Portfolios) and any proxy solicitation affecting the Portfolios and advise the Company concerning the implementation of any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expense by implementing them in conjunction with regular annual updates of the prospectus for the Contracts where reasonably practicable.
2.12. The Company represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended (the Code), that the Contracts are currently and at the time of issuance will be treated as annuity contracts or life insurance policies under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that each Account is a segregated asset account and that interests in each Account are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
2.13. The Company represents and warrants that it is currently in compliance, and will remain in compliance, with all applicable anti-money laundering laws, regulations, and requirements. In addition, the Company represents and warrants that it has adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
2.14. The Company represents and warrants that it is currently in compliance, and will remain in compliance, with all applicable laws, rules and regulations relating to consumer privacy, including, but not limited to, Regulation S-P.
2.15. The Company represents and warrants that it has adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures (Late Trading Procedures) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Fund shares communicated to the Fund to be treated in accordance with Article I of this Agreement as having been received on a Business Day, have been received by the Valuation Time on such Business Day and were not modified after the Valuation Time, and that all orders received from Contract owners but not rescinded by the Valuation Time were communicated to the Fund or its agent as received for that Business Day. The Company
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represents and warrants that it has adopted and implemented controls reasonably designed to ensure that all orders received by the Company after the close of the New York Stock Exchange on a particular Business Day will not be aggregated with orders received by the Company before the close of the New York Stock Exchange on such Business Day. Valuation Time shall mean the time as of which the Fund calculates net asset value for the shares of the Portfolios on the relevant Business Day.
2.16. Each transmission of orders by the Company shall constitute a representation by the Company that such orders are accurate and complete and relate to orders received by the Company by the Valuation Time on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Fund shares received from Contract owners but not rescinded by the Valuation Time. The Company agrees to provide the Fund or its designee with a copy of the Late Trading Procedures and such certifications and representations regarding the Late Trading Procedures as the Fund or its designee may reasonably request. The Company will promptly notify the Fund in writing of any material change to the Late Trading Procedures.
2.17 (a) The Company agrees to cooperate with all requests by the Fund with respect to discouraging, monitoring and terminating patterns of trading that the Fund deems disruptive, including providing no less than weekly, the Taxpayer Identification Number (TIN), if known, of any and all Contract owner(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Contract owner(s) or account (if known) and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer or exchange of the Portfolios shares held through an Account maintained by the Company.
(i) The Fund may request such transaction information older than three (3) months from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. If the Company provides the Fund a daily feed, unless otherwise directed by the Fund, the Company agrees to provide the information specified in this Section 2.17(a) for each trading day.
(ii) The Company agrees to transmit the transaction information that is on its books and records to the Fund or its designee promptly, but in any event not later than five (5) business days, upon the conclusion of the period covered by the information. If the transaction information is not on the Companys books and records, the Company agrees to use reasonable efforts to: (A) promptly obtain and transmit the requested information; (B) obtain assurances from the Contract owner that the requested information will be provided to the Fund promptly; or (C) if directed by the Fund, restrict or prohibit further purchases of the Funds shares from such Contract owner. In such instance, the Company agrees to inform the Fund whether it plans to perform (A), (B), or (C). Responses required by this sub-Section must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the National Securities Clearing Corporations Standardized Data Reporting Format.
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(iii) The Fund agrees not to use the information received pursuant to this Section 2.17(a) for marketing or any other similar purpose without the Companys prior written consent.
(b) The Company agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of the Portfolios shares by a Contract owner that has been identified by a Fund as having engaged in transactions of such Portfolios shares (directly or indirectly through your account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Fund.
(i) | Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the Contract owner or other agreed upon information to which the instruction relates. |
(ii) | The Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt by the Company of the instructions. |
(iii) | The Company must provide written confirmation to the Fund that instructions have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed. |
(c) For purposes of this Section 2.17:
(i) | The term Fund includes the Adviser and Columbia Management Investment Services Corp., the Funds Transfer Agent, but does not include any excepted funds as defined in Rule 22c-2(b) under the 1940 Act. |
(ii) | The term Contract owner means holder of interests in a variable annuity or variable life insurance Contract issued by the Company. |
(iii) | The term written includes electronic writings and facsimile transmissions. |
2.18 The Company agrees to cooperate fully with any and all efforts by the Fund to assure the Fund that the Company has implemented effective compliance policies and procedures administered by qualified personnel as required by and in accordance with any and all applicable laws, rules and regulations.
2.19 Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by 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.
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ARTICLE III. Prospectuses and Proxy Statements: Voting
3.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Funds current prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Distributor shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Fund printed together in one document.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Fund be distributed to all Contract owners, then the Distributor shall provide the Company with copies of the Funds SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Distributor shall provide the Company with copies of the Funds proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners; and
(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such
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voting by the insurance company. The Company reserves the right to vote Fund shares in its own right, to the extent permitted by law.
3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Company develops or proposes to use and in which the Fund (or Portfolio thereof), the Adviser or the Distributor is named in connection with the Contracts, at least ten (10) business days prior to its use. No such material shall be used if the Fund objects to such use within five (5) business days after receipt of such material.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, including the prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the permission of the Fund, Distributor or Adviser.
4.3. The Fund, the Adviser or the Distributor shall furnish, or shall cause to be furnished, to the Company, a copy of each piece of sales literature or other promotional material in which the Company and/or its Accounts are named at least ten (10) business days prior to its use. No such material shall be used if the Company objects to such use within five (5) business days after receipt of such material.
4.4. The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, or the Contracts other than the information or representations contained in a registration statement, including the prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. For purposes of Articles IV and VIII, the phrase sales literature and other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media;
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e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the 1940 Act.
4.6. At the request of any party to this Agreement, each other party will make available to the other partys independent auditors and/or representatives of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any partys obligations under this Agreement.
ARTICLE V. Fees and Expenses
5.1. The Fund, the Distributor and the Adviser shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Fund, the Distributor or Adviser under this Agreement; provided, however, (a) the parties will bear their own expenses as reflected in Schedule C and other provisions of this Agreement, and (b) the parties may enter into other agreements relating to the Companys investment in the Fund, including services agreements.
Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of the Portfolio and the Accounts.
ARTICLE VI. Diversification and Qualification
6.1. The Fund, Distributor and Adviser represent and warrant that the Fund and each Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include, upon reasonable request, a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement.
6.2. The Fund, the Distributor and the Adviser agree that shares of the Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified Plans. No shares of any Portfolio of the Fund will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the
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Code and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Portfolio to any person, including members of the general public.
6.3. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.4. The Company agrees that if the Internal Revenue Service (IRS) asserts in writing in connection with any governmental audit or review of the Company (or, to the Companys knowledge, of any Contract owner) that any Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure:
(a) The Company shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim;
(b) The Company shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure;
(c) The Company shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent;
(d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission;
(e) The Company shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure;
(f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the
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Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Company shall not be required to bear the costs and expenses, including reasonable attorneys fees, incurred by the Company in complying with this clause (f).
ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order
7.1. The Board of Trustees of the Fund (the Board) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever Contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners.
7.3. If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, the Distributor, the Adviser or any subadviser to any of the Portfolios (the Independent Directors), that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account. The Companys responsibility to take remedial action shall be carried out by the Company with a view only to the interests of Contract owners.
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7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Funds election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six-month period the Adviser, the Distributor and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund, subject to the terms of the Funds then-current prospectus.
7.5. If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Accounts investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Until the end of the foregoing six-month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund, subject to the terms of the Funds then-current prospectus.
7.6. For purposes of Sections 7.3 through 7.5 of this Agreement, a majority of the Independent Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Independent Directors.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
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continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1. Indemnification by the Company
(a) The Company agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers, employees, agents and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
16
misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of the Company; or
(iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, including without limitation Section 2.12 and Section 6.4 hereof,
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement.
(c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Indemnified Parties will promptly notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Funds registration statement under the 1933 Act or prospectus, (ii) any request by the SEC for any amendment to such registration statement or prospectus that may affect the offering of shares of the Fund, (iii) the initiation of any litigation or proceedings for that purpose or for any other purpose relating to the registration or offering of the Funds shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such shares are not registered and, in all material respects, issued and sold in
17
accordance with applicable state and federal law, or (b) such law precludes the use of such shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Fund and Adviser will make every reasonable effort to prevent the issuance, with respect to any Fund, 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.
8.2. Indemnification by the Adviser
(a) The Adviser agrees to indemnify and hold harmless the Company and its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Portfolios or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Portfolios; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Portfolios; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or
18
statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the Adviser, the Distributor or the Fund; or
(iv) arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or
(vi) arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate;
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof.
(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement.
(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Advisers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by
19
such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Company and its broker-dealer subsidiary agree promptly to notify the Fund, the Distributor or the Adviser of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account relating to the Contracts, (ii) any request by the SEC for any amendment to the registration statement or Account prospectus that may affect the offering of shares of the Fund, (iii) the initiation of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account for that purpose or for any other purpose relating to the registration or offering of each Accounts interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. 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.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
(a) at the option of any party, with or without cause, with respect to some or all Portfolios, upon sixty (60) days advance written notice delivered to the other parties; or
(b) at the option of the Company by written notice to the other parties with respect to any Portfolio based upon the Companys determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or
(c) at the option of the Company by written notice to the other parties with respect to any Portfolio in the event any of the Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or
20
(d) at the option of the Fund, Distributor or Adviser in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or
(e) at the option of the Company in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if the Company reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; or
(f) At the option of the Company by written notice to the Fund, the Adviser and the Distributor, in the event that any Portfolio (i) ceases to qualify, or the Company reasonably believes such Portfolio may fail to so qualify, as a Regulated Investment Company under Subchapter M or (ii) fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof; or
(g) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the defaulting party) other than as described in Section 10.1(a)-(h); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party; or
(h) at any time upon written agreement of all parties to this Agreement.
10.2. Notice Requirement
No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,
(a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties;
(b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e) or 10.1(g) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and
21
(c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c) or 10.1(f), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice.
10.3. Effect of Termination
Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or the Company to meet Section 817(h) of the Code diversification requirements, the Fund, the Distributor and the Adviser shall, at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
10.4. Surviving Provisions
Notwithstanding any termination of this Agreement, each partys obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties.
If to the Company:
Great West Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company of New York
8515 East Orchard Road
Greenwood Village CO 80111
Attention: Chief Compliance Officer
22
If to the Fund:
Columbia Funds Variable Insurance Trust I
225 Franklin Street
Boston, MA 02110
Attention: Secretary
If to the Adviser:
Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, MA 02110
Attention: Secretary
If to the Distributor:
Columbia Management Investment Distributors, Inc.
225 Franklin Street
Boston, MA 02101
Attention: Secretary
ARTICLE XII. Miscellaneous
12.1. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information may come into the public domain. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in
23
connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
12.6. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.
12.9. The Company agrees that the obligations assumed by the Fund, Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Fund, Distributor and Adviser and their respective assets and the Company shall not seek satisfaction of any such obligation from the shareholders of the Fund, Distributor or the Adviser, the Directors, officers, employees or agents of the Fund, Distributor or Adviser, or any of them.
12.10. The Fund, the Distributor and the Adviser agree that the obligations assumed by the Company pursuant to this Agreement shall be limited in any case to the Company and its assets and neither the Fund, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of the Company, the directors, officers, employees or agents of the Company, or any of them.
12.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund.
24
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be effective as of the Effective Date, to be executed in its name and on its behalf by its duly authorized representative, and its seal to be hereunder affixed hereto as of the date specified below.
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Great-West Life & Annuity Insurance Company |
| ||||||
By its authorized officer, | ||||||||
By: | /s/ Susan Gile |
|||||||
Title: Susan Gile - VP - Individual Markets | ||||||||
Great-West Life & Annuity Insurance Company of New York By its authorized officer, |
||||||||
By: | /s/ Ron Laeyendecker |
|||||||
Title: Ron Laeyendecker Senior Vice President | ||||||||
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I | ||||||||
By its authorized officer, | ||||||||
By: |
|
|
||||||
Title: Vice President | ||||||||
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | ||||||||
By its authorized officer, | ||||||||
By: |
|
|||||||
Title: Managing Director | ||||||||
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS INC. | ||||||||
By its authorized officer, | ||||||||
By: |
|
|||||||
Title: Managing Director |
25
SCHEDULE A
CONTRACTS
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company (GWLA) contracts
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York (GWLANY) contracts
Variable Annuity-2 Series Account of GWLA contracts
Variable Annuity-2 Series Account of GWLANY contracts
FutureFunds Series Account of GWLA contracts
FutureFunds II Series Account of GWLA contracts
FutureFunds II Series Account of GWLANY contracts
COLI VUL-1 Series Account of GWLANY contracts
COLI VUL-2 Series Account of GWLA contracts
COLI VUL-2 Series Account of GWLANY contracts
COLI VUL-4 Series Account of GWLA contracts
COLI VUL-7 Series Account of GWLA contracts
26
SCHEDULE B
Columbia Funds Variable Insurance Trust I
Class 1 and Class 2 Shares of all Columbia Variable Portfolios* under Columbia Funds Variable Insurance Trust I
* Portfolios managed by Columbia Management Investment Advisers, LLC
27
SCHEDULE C
EXPENSES
The Fund and/or the Distributor and/or Adviser, and the Company will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Funds share of the total costs determined according to the number of pages of the Funds respective portions of the documents.
Item | Function | Party Responsible for Coordination |
Party Responsible for Expense | |||
Mutual Fund Prospectus |
Electronic copy of combined prospectuses made available |
Company | Current - Fund Prospective - Company | |||
Distribution (including postage) to Current Clients |
Company | Fund | ||||
Distribution (including postage) to Prospective Clients |
Company | Company | ||||
Product Prospectus | Printing and Distribution for Current and Prospective Clients |
Company | Company | |||
Mutual Fund Prospectus Update & Distribution |
Electronic copy, if Required by Fund, Distributor or Adviser |
Fund, Distributor or Adviser |
Fund, Distributor or Adviser | |||
If Required by Company |
Company (Fund, Distributor or Adviser to provide Company with document in PDF format) |
Company |
28
Item | Function | Party Responsible for Coordination |
Party Responsible for Expense | |||
Product Prospectus Update & Distribution |
If Required by Fund, Distributor or Adviser |
Company | Fund, Distributor or Adviser | |||
If Required by Company |
Company | Company | ||||
Mutual Fund SAI | Printing | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution (including postage) |
Party who receives the request | Party who receives the request | ||||
Product SAI | Printing | Company | Company | |||
Distribution | Company | Company | ||||
Proxy Material for Mutual Fund |
Electronic copy of proxy if required by Law |
Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution (including labor) if proxy required by Law |
Company | Fund, Distributor or Adviser | ||||
Printing & distribution if required by Company |
Company | Company | ||||
Mutual Fund Annual & Semi-Annual Report |
Electronic copy made available | Fund, Distributor or Adviser | Fund, Distributor or Adviser | |||
Distribution | Company | Fund, Distributor or Adviser | ||||
Operations of the Accounts |
Federal registration of units of separate account (24f-2 fees) |
Company | Company |
29
FUND PARTICIPATION AGREEMENT
Great-West Life & Annuity Insurance Company
Great-West Life & Annuity Insurance Company of New York
Columbia Funds Variable Series Trust II
Columbia Management Investment Advisers, LLC
and
Columbia Management Investment Distributors, Inc.
May 1, 2015
TABLE OF CONTENTS
Article I. Sale of Fund Shares |
3 | |
Article II. Representations and Warranties |
5 | |
Article III. Prospectuses and Proxy Statements; Voting |
10 | |
Article IV. Sales Material and Information |
11 | |
Article V. Fees and Expenses |
12 | |
Article VI. Diversification and Qualification |
12 | |
Article VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order |
14 | |
Article VIII. Indemnification |
16 | |
Article IX. Applicable Law |
20 | |
Article X. Termination |
20 | |
Article XI. Notices |
22 | |
Article XII. Miscellaneous |
23 | |
SCHEDULE A |
27 | |
SCHEDULE B |
28 | |
SCHEDULE C |
29 |
PARTICIPATION AGREEMENT
Among
Great-West Life & Annuity Insurance Company
Great-West Life & Annuity Insurance Company of New York
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
and
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
THIS AGREEMENT, made and entered into as of this 1st day of May, 2015 (the Effective Date), by and among Great-West Life & Annuity Insurance Company and Great-West Life & Annuity Insurance Company of New York (the Company), respectively a Colorado and a New York life insurance company, on its own behalf and on behalf of its separate accounts (the Accounts); COLUMBIA FUNDS VARIABLE SERIES TRUST II, an open-end management investment company organized under the laws of the Commonwealth of Massachusetts (the Fund); COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (the Adviser), a Delaware limited liability company; and COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. (the Distributor), a Massachusetts corporation.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the Variable Insurance Products) to be offered by insurance companies, many of which have entered into participation agreements similar to this Agreement (hereinafter Participating Insurance Companies); and
WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a portfolio and representing the interest in a particular managed portfolio of securities and other assets; and
WHEREAS, the Fund is able to rely on an order from the Securities and Exchange Commission (hereinafter the SEC) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance
1
separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (Qualified Plans) (hereinafter the Mixed and Shared Funding Exemptive Order); and
WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the portfolios are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the 1934 Act) and is a member in good standing of the Financial Industry Regulatory Authority (FINRA); and
WHEREAS, the Company has issued and plans to continue to issue certain variable life insurance policies and/or variable annuity contracts supported wholly or partially by the Accounts (the Contracts), and the Contracts are listed on Schedule A attached hereto and incorporated herein by reference, as such schedule may be amended from time to time by mutual written agreement of the parties; and
WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company under the insurance laws of the State of Colorado and New York, to set aside and invest assets attributable to the Contracts; and
WHEREAS, the Company has registered each Account as a unit investment trust under the 1940 Act, unless such Account is exempt from registration thereunder;
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios listed on Schedule B attached hereto and incorporated herein by reference, as such schedule may be amended from time to time by mutual written agreement of the parties (the Portfolios), on behalf of the Accounts to fund the Contracts, and the Distributor is authorized to sell such shares to unit investment trusts such as the Accounts at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company also intends to continue to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Accounts to fund the Contracts.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Distributor and the Adviser agree as follows:
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ARTICLE I. Sale of Fund Shares
1.1. The Distributor agrees to sell to the Company those shares of the Portfolios which the Account orders, executing such orders on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Portfolios, subject to the terms and conditions set forth in the Funds then-current prospectus. For purposes of this Section 1.1, the Company shall be the designee of the Fund for receipt of such orders and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such order sufficiently in advance of 10:00 a.m. Eastern time on the next following Business Day to effect any purchase by 10:00 a.m. Eastern time on that Business Day. The parties agree that receipt by the Fund of notice of such order prior to 9:00 a.m. Eastern time will be deemed to be sufficiently in advance for purposes of the preceding sentence; receipt of such notice between 9:00 a.m. and 10:00 a.m. Eastern time will be deemed to be sufficiently in advance solely in the discretion of the Fund or its designee (which shall not be the Company). Any such notice received between 9:00 a.m. and 10:00 a.m. Eastern time that the Fund or its designee (which shall not be the Company) deems not to have been received sufficiently in advance will become a notice for execution at the net asset value next computed on such next Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which a Portfolio calculates its net asset value pursuant to the rules of the SEC.
1.2. The Fund agrees to make shares of the Portfolios available for purchase at the applicable net asset value per share by the Company and the Accounts on those days on which the Fund calculates its Portfolios net asset value pursuant to rules of the SEC, and the Fund shall calculate such net asset value on each day on which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Fund may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund acting in good faith, necessary or appropriate in the best interests of the shareholders of such Portfolio. All orders received by the Company shall be subject to the terms of the then current prospectus of the Fund, including the Funds excessive trading policies. The Company shall use its best efforts, and shall reasonably cooperate with, the Fund to enforce stated prospectus policies regarding transactions in Portfolio shares. The Company represents and warrants to the Fund, the Adviser and the Distributor that the Companys personnel have sufficient expertise and experience to implement this Agreement in accordance with its terms. The Company acknowledges that orders received by it in violation of the Funds stated policies may be subsequently revoked or cancelled by the Fund and that the Fund shall not be responsible for any losses incurred by the Company or the Contract owner as a result of such cancellation. In addition, the Company acknowledges that the Fund has the right to refuse any purchase order for any reason, particularly if the Fund determines that a Portfolio would be unable to invest the money effectively in accordance with its investment policies or would otherwise be adversely affected due to the size of the transaction, frequency of trading, or other factors.
1.3. The Fund will not sell shares of the Portfolios to any other Participating Insurance Company separate account unless an agreement containing provisions the substance of which are
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the same as Sections 2.1, 2.2 (except with respect to designation of applicable law), 3.5, 3.6, 3.7, and Article VII of this Agreement is in effect to govern such sales.
1.4. The Fund agrees to redeem for cash, on the Companys request, any full or fractional shares of the Portfolios held by the Company, executing such requests on each Business Day at the net asset value next computed after receipt by the Fund or its designee of the request for redemption. For purposes of this Section 1.4, the Company shall be the designee of the Fund for receipt of requests for redemption and receipt by such designee shall constitute receipt by the Fund, provided that the Fund receives notice of any such request for redemption sufficiently in advance of 10:00 a.m. Eastern time on the next following Business Day to effect any redemption by 10:00 a.m. Eastern time on that Business Day. The parties agree that receipt by the Fund of notice of such order prior to 9:00 a.m. Eastern time will be deemed to be sufficiently in advance for purposes of the preceding sentence; receipt of such notice between 9:00 a.m. and 10:00 a.m. Eastern time will be deemed to be sufficiently in advance solely in the discretion of the Fund or its designee. Any such notice received between 9:00 a.m. and 10:00 a.m. Eastern time that the Fund or its designee deems not to have been received sufficiently in advance will become a notice for execution at the net asset value next computed on such next Business Day.
1.5. The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Funds shares may be sold to other Participating Insurance Companies (subject to Section 1.3) and the cash value of the Contracts may be invested in other investment companies.
1.6. In the event of net purchases, the Company shall pay for Fund shares by 3:00 p.m. Eastern time on the next Business Day after an order to purchase Fund shares is received in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire and/or by a credit for any shares redeemed the same day as the purchase.
1.7. The Fund shall pay and transmit the proceeds of redemptions of Fund shares by 2:00 p.m. Eastern Time on the next Business Day after a redemption order is received in accordance with Section 1.4 hereof; provided, however, that the Fund may delay payment in extraordinary circumstances to the extent permitted under Section 22(e) of the 1940 Act. Payment shall be in federal funds transmitted by wire and/or a credit for any shares purchased the same day as the redemption.
Each party has the right to rely on information or confirmations provided by the other party (or by an affiliate of the other party), and shall not be liable in the event that an error is a result of any misinformation supplied by the other party.
1.8. Issuance and transfer of the Funds shares will be by book entry only. Stock certificates will not be issued to the Company or the Accounts. Shares purchased from the Fund will be recorded in an appropriate title for the relevant Account or the relevant sub-account of an Account.
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1.9. The Fund shall furnish same day notice (by electronic communication or telephone, followed by electronic confirmation) to the Company of any income, dividends or capital gain distributions payable on a Portfolios shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolios shares in cash.
1.10. The Fund shall make the net asset value per share for each Portfolio available to the Company on each Business Day as soon as reasonably practicable after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time. In the event of an error in the computation of a Portfolios net asset value per share (NAV) or any dividend or capital gain distribution (each, a pricing error), the Adviser or the Fund shall notify the Company as soon as possible after discovery of the error. Such notification may be oral, but shall be confirmed promptly in writing. A pricing error shall be corrected in accordance with the Funds policies and procedures, which comply in all material respects with applicable law. Upon notification by the Adviser of any overpayment due to a material error, the Company shall promptly remit to the Adviser any overpayment that has not been paid to Contract owners. In no event shall the Company be liable to Contract owners for any such adjustments or underpayment amounts. Only the following pricing errors shall be deemed to be materially incorrect or constitute a material error for purposes of this Agreement: pricing errors that result in a difference between the erroneous NAV and the correct NAV equal to or greater than $0.01 per share.
1.11. The parties agree to mutually cooperate with respect to any state insurance law restriction or requirement applicable to the Funds investments; provided, however, that the Fund reserves the right not to implement restrictions or take other actions required by state insurance law if the Fund or the Adviser determines that the implementation of the restriction or other action is not in the best interest of Fund shareholders.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that: (a) Contracts or interests in the Accounts are or will be registered under the 1933 Act, or are not so registered in proper reliance upon an exemption from such registration requirements (in the event the Company or the Account relies upon an exemption from such registration requirements, the Company undertakes to promptly so notify the Fund); (b) the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (c) the sale of the Contracts shall comply in all material respects with state insurance suitability requirements.
2.2. The Company represents and warrants that: (a) it is an insurance company duly organized and in good standing under applicable law; (b) it has legally and validly established each Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado and New York law, as applicable; and (c) it has registered each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and will maintain such registration for so long as any Contracts are outstanding as required by applicable law or, alternatively, the Company has not
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registered one or more Accounts in proper reliance upon an exclusion from such registration requirements.
2.3. The Fund represents and warrants that: (a) the Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act; (b) the Fund shares sold pursuant to this Agreement shall be duly authorized for issuance and sold in compliance with all applicable state and federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act; (c) the Fund is and shall remain registered under the 1940 Act; and (d) the Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2.4. The Fund represents and warrants that it has adopted a plan pursuant to Rule 12b-1 under the 1940 Act. The parties acknowledge that the Fund reserves the right to modify its existing plan or to adopt additional plans pursuant to Rule 12b-1 under the 1940 Act and to impose an asset-based or other charge to finance distribution expenses as permitted by applicable law and regulation. The Fund and the Adviser agree to comply with applicable provisions and SEC interpretation of the 1940 Act with respect to any distribution plan.
2.5. The Fund represents and warrants that it shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law.
2.6. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.
2.7. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states.
2.8. The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with any applicable state and federal securities laws.
2.9. The Distributor represents and warrants that it is and shall remain duly registered as a broker-dealer under all applicable federal and state securities laws and is a member in good standing with FINRA, and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of any applicable state and federal securities laws.
2.10. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as
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may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.11. To the extent permitted by law and the Funds compliance policies and procedures, the Fund and the Adviser represent and warrant that they will provide the Company with notice as is reasonably practicable of any material change affecting the Portfolios (including, but not limited to, any material change in the registration statement or prospectus affecting the Portfolios) and any proxy solicitation affecting the Portfolios and advise the Company concerning the implementation of any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expense by implementing them in conjunction with regular annual updates of the prospectus for the Contracts where reasonably practicable.
2.12. The Company represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended (the Code), that the Contracts are currently and at the time of issuance will be treated as annuity contracts or life insurance policies under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that each Account is a segregated asset account and that interests in each Account are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
2.13. The Company represents and warrants that it is currently in compliance, and will remain in compliance, with all applicable anti-money laundering laws, regulations, and requirements. In addition, the Company represents and warrants that it has adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
2.14. The Company represents and warrants that it is currently in compliance, and will remain in compliance, with all applicable laws, rules and regulations relating to consumer privacy, including, but not limited to, Regulation S-P.
2.15. The Company represents and warrants that it has adopted, and will at all times during the term of this Agreement maintain, reasonable and appropriate procedures (Late Trading Procedures) reasonably designed to ensure that any and all orders relating to the purchase, sale or exchange of Fund shares communicated to the Fund to be treated in accordance with Article I of this Agreement as having been received on a Business Day, have been received
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by the Valuation Time on such Business Day and were not modified after the Valuation Time, and that all orders received from Contract owners but not rescinded by the Valuation Time were communicated to the Fund or its agent as received for that Business Day. The Company represents and warrants that it has adopted and implemented controls reasonably designed to ensure that all orders received by the Company after the close of the New York Stock Exchange on a particular Business Day will not be aggregated with orders received by the Company before the close of the New York Stock Exchange on such Business Day. Valuation Time shall mean the time as of which the Fund calculates net asset value for the shares of the Portfolios on the relevant Business Day.
2.16. Each transmission of orders by the Company shall constitute a representation by the Company that such orders are accurate and complete and relate to orders received by the Company by the Valuation Time on the Business Day for which the order is to be priced and that such transmission includes all orders relating to Fund shares received from Contract owners but not rescinded by the Valuation Time. The Company agrees to provide the Fund or its designee with a copy of the Late Trading Procedures and such certifications and representations regarding the Late Trading Procedures as the Fund or its designee may reasonably request. The Company will promptly notify the Fund in writing of any material change to the Late Trading Procedures.
2.17 (a) The Company agrees to cooperate with all requests by the Fund with respect to discouraging, monitoring and terminating patterns of trading that the Fund deems disruptive, including providing no less than weekly, the Taxpayer Identification Number (TIN), if known, of any and all Contract owner(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Contract owner(s) or account (if known) and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer or exchange of the Portfolios shares held through an Account maintained by the Company.
(i) The Fund may request such transaction information older than three (3) months from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. If the Company provides the Fund a daily feed, unless otherwise directed by the Fund, the Company agrees to provide the information specified in this Section 2.17(a) for each trading day.
(ii) The Company agrees to transmit the transaction information that is on its books and records to the Fund or its designee promptly, but in any event not later than five (5) business days, upon the conclusion of the period covered by the information. If the transaction information is not on the Companys books and records, the Company agrees to use reasonable efforts to: (A) promptly obtain and transmit the requested information; (B) obtain assurances from the Contract owner that the requested information will be provided to the Fund promptly; or (C) if directed by the Fund, restrict or prohibit further purchases of the Funds shares from such Contract owner. In such instance, the Company agrees to inform the Fund whether it plans to perform (A), (B), or (C). Responses required by this sub-Section must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the
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format for any transaction information provided to the Fund should be consistent with the National Securities Clearing Corporations Standardized Data Reporting Format.
(iii) The Fund agrees not to use the information received pursuant to this Section 2.17(a) for marketing or any other similar purpose without the Companys prior written consent.
(b) The Company agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of the Portfolios shares by a Contract owner that has been identified by a Fund as having engaged in transactions of such Portfolios shares (directly or indirectly through your account) that violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Fund.
(i) | Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the Contract owner or other agreed upon information to which the instruction relates. |
(ii) | The Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt by the Company of the instructions. |
(iii) | The Company must provide written confirmation to the Fund that instructions have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed. |
(c) For purposes of this Section 2.17:
(i) | The term Fund includes the Adviser and Columbia Management Investment Services Corp., the Funds Transfer Agent, but does not include any excepted funds as defined in Rule 22c-2(b) under the 1940 Act. |
(ii) | The term Contract owner means holder of interests in a variable annuity or variable life insurance Contract issued by the Company. |
(iii) | The term written includes electronic writings and facsimile transmissions. |
2.18 The Company agrees to cooperate fully with any and all efforts by the Fund to assure the Fund that the Company has implemented effective compliance policies and procedures administered by qualified personnel as required by and in accordance with any and all applicable laws, rules and regulations.
2.19 Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all
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necessary corporate or board action, as applicable, by 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 III. Prospectuses and Proxy Statements; Voting
3.1. At least annually, the Adviser or Distributor shall provide the Company with as many copies of the Funds current prospectus as the Company may reasonably request, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Distributor shall provide such documentation (including an electronic version of the current prospectus) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the prospectus for the Contracts and the prospectus for the Fund printed together in one document.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Fund be distributed to all Contract owners, then the Distributor shall provide the Company with copies of the Funds SAI in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners. The Distributor shall also provide an SAI to any Contract owner or prospective owner who requests such SAI from the Fund.
3.3. The Distributor shall provide the Company with copies of the Funds proxy materials, reports to shareholders and other communications to shareholders in such quantity, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract owners.
3.4. It is understood and agreed that, except with respect to information regarding the Company provided in writing by that party, the Company shall not be responsible for the content of the prospectus or SAI for the Fund. It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Portfolios provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.5. If and to the extent required by law the Company shall:
(a) solicit voting instructions from Contract owners;
(b) vote the Portfolio shares held in the Accounts in accordance with instructions received from Contract owners;
(c) vote Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners; and
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(d) vote Portfolio shares held in its general account or otherwise in the same proportion as Portfolio shares for which instructions have been received from Contract owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require such voting by the insurance company. The Company reserves the right to vote Fund shares in its own right, to the extent permitted by law.
3.6. The Company shall be responsible for assuring that each of its separate accounts holding shares of a Portfolio calculates voting privileges as directed by the Fund and agreed to by the Company and the Fund. The Fund agrees to promptly notify the Company of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
3.7. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders. Further, the Fund will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Company develops or proposes to use and in which the Fund (or Portfolio thereof), the Adviser or the Distributor is named in connection with the Contracts, at least ten (10) business days prior to its use. No such material shall be used if the Fund objects to such use within five (5) business days after receipt of such material.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, including the prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the permission of the Fund, Distributor or Adviser.
4.3. The Fund, the Adviser or the Distributor shall furnish, or shall cause to be furnished, to the Company, a copy of each piece of sales literature or other promotional material in which the Company and/or its Accounts are named at least ten (10) business days prior to its use. No such material shall be used if the Company objects to such use within five (5) business days after receipt of such material.
4.4. The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, or the Contracts other than the information or representations contained in a registration statement, including the prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
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4.5. For purposes of Articles IV and VIII, the phrase sales literature and other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the 1940 Act.
4.6. At the request of any party to this Agreement, each other party will make available to the other partys independent auditors and/or representatives of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any partys obligations under this Agreement.
ARTICLE V. Fees and Expenses
5.1. The Fund, the Distributor and the Adviser shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Fund, the Distributor or Adviser under this Agreement; provided, however, (a) the parties will bear their own expenses as reflected in Schedule C and other provisions of this Agreement, and (b) the parties may enter into other agreements relating to the Companys investment in the Fund, including services agreements.
Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and/or deliver, in a timely manner, combined or coordinated prospectuses or other materials of the Portfolio and the Accounts.
ARTICLE VI. Diversification and Qualification
6.1. The Fund, Distributor and Adviser represent and warrant that the Fund and each Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor or the Adviser shall, upon request, provide to the Company a written diversification report, which shall show the results of the quarterly Section 817(h) diversification test and include, upon reasonable request, a certification as to whether each Portfolio complies with the Section 817(h) diversification requirement.
6.2. The Fund, the Distributor and the Adviser agree that shares of the Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to Qualified
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Plans. No shares of any Portfolio of the Fund will be sold to the general public. However, it is understood by the Company that the Fund may sell shares of any Portfolio to any person eligible to invest in that Portfolio in accordance with applicable provisions of Section 817(h) under the Code and the regulations thereunder, and that if such provisions are not applicable, then the Fund may sell shares of any Portfolio to any person, including members of the general public.
6.3. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.4. The Company agrees that if the Internal Revenue Service (IRS) asserts in writing in connection with any governmental audit or review of the Company (or, to the Companys knowledge, of any Contract owner) that any Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or the Company otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure:
(a) The Company shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim;
(b) The Company shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure;
(c) The Company shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent;
(d) Any written materials to be submitted by the Company to the IRS, any Contract owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission;
(e) The Company shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of the Company) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure;
(f) The Company shall not with respect to any claim of the IRS or any Contract owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any
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allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, the Company shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Company shall not be required to bear the costs and expenses, including reasonable attorneys fees, incurred by the Company in complying with this clause (f).
ARTICLE VII. | Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order |
7.1. The Board of Trustees of the Fund (the Board) will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the Contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio is being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of Contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever Contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by the Company with a view only to the interests of its Contract owners.
7.3. If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, the Distributor, the Adviser or any subadviser to any of the Portfolios (the Independent Directors), that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a
14
change; and (2) establishing a new registered management investment company or managed separate account. The Companys responsibility to take remedial action shall be carried out by the Company with a view only to the interests of Contract owners.
7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Funds election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six-month period the Adviser, the Distributor and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund, subject to the terms of the Funds then-current prospectus.
7.5. If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Accounts investment in the Fund and terminate this Agreement within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Until the end of the foregoing six-month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund, subject to the terms of the Funds then-current prospectus.
7.6. For purposes of Sections 7.3 through 7.5 of this Agreement, a majority of the Independent Directors shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Independent Directors.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with
15
Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1. Indemnification by the Company
(a) The Company agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers, employees, agents and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any amendment thereof or
16
supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of the Company; or
(iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, including without limitation Section 2.12 and Section 6.4 hereof,
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement.
(c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Indemnified Parties will promptly notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Funds registration statement under the 1933 Act or prospectus, (ii) any request by the SEC for any amendment to such registration statement or prospectus that may affect the offering of shares of the Fund, (iii) the initiation of any litigation or proceedings for that purpose or for any other purpose relating to the registration or offering of the Funds shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of
17
shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances 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 of the Contracts issued or to be issued by the Company. The Fund and Adviser will make every reasonable effort to prevent the issuance, with respect to any Fund, 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.
8.2. Indemnification by the Adviser
(a) The Adviser agrees to indemnify and hold harmless the Company and its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Portfolios or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Portfolios; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Portfolios; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material covering the Contracts, or any amendment
18
thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company by or on behalf of the Adviser, the Distributor or the Fund; or
(iv) arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or
(vi) arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share (subject to Section 1.10 of this Agreement) or dividend or capital gain distribution rate;
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof.
(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement.
(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Advisers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable
19
to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Company and its broker-dealer subsidiary agree promptly to notify the Fund, the Distributor or the Adviser of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account relating to the Contracts, (ii) any request by the SEC for any amendment to the registration statement or Account prospectus that may affect the offering of shares of the Fund, (iii) the initiation of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account for that purpose or for any other purpose relating to the registration or offering of each Accounts interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law. 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.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
(a) at the option of any party, with or without cause, with respect to some or all Portfolios, upon sixty (60) days advance written notice delivered to the other parties; or
(b) at the option of the Company by written notice to the other parties with respect to any Portfolio based upon the Companys determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or
(c) at the option of the Company by written notice to the other parties with respect to any Portfolio in the event any of the Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such
20
shares as the underlying investment media of the Contracts issued or to be issued by the Company; or
(d) at the option of the Fund, Distributor or Adviser in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or
(e) at the option of the Company in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if the Company reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; or
(f) At the option of the Company by written notice to the Fund, the Adviser and the Distributor, in the event that any Portfolio (i) ceases to qualify, or the Company reasonably believes such Portfolio may fail to so qualify, as a Regulated Investment Company under Subchapter M or (ii) fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof; or
(g) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the defaulting party) other than as described in Section 10.1(a)-(h); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party; or
(h) at any time upon written agreement of all parties to this Agreement.
10.2. Notice Requirement
No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,
(a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties;
21
(b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e) or 10.1(g) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c) or 10.1(f), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice.
10.3. Effect of Termination
Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or the Company to meet Section 817(h) of the Code diversification requirements, the Fund, the Distributor and the Adviser shall, at the option of the Company, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
10.4. Surviving Provisions
Notwithstanding any termination of this Agreement, each partys obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other parties.
If to the Company:
Great West Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company of New York
8515 East Orchard Road
Greenwood Village CO 80111
Attention: Chief Compliance Officer
22
If to the Fund:
Columbia Funds Variable Series Trust II
225 Franklin Street
Boston, MA 02110
Attention: Secretary
If to the Adviser:
Columbia Management Investment Advisers, LLC
225 Franklin Street
Boston, MA 02110
Attention: Secretary
If to the Distributor:
Columbia Management Investment Distributors, Inc.
225 Franklin Street
Boston, MA 02101
Attention: Secretary
ARTICLE XII. Miscellaneous
12.1. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information may come into the public domain. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance
23
regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
12.6. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.
12.9. The Company agrees that the obligations assumed by the Fund, Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Fund, Distributor and Adviser and their respective assets and the Company shall not seek satisfaction of any such obligation from the shareholders of the Fund, Distributor or the Adviser, the Directors, officers, employees or agents of the Fund, Distributor or Adviser, or any of them.
12.10. The Fund, the Distributor and the Adviser agree that the obligations assumed by the Company pursuant to this Agreement shall be limited in any case to the Company and its assets and neither the Fund, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of the Company, the directors, officers, employees or agents of the Company, or any of them.
12.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be effective as of the Effective Date, to be executed in its name and on its behalf by its duly authorized representative, and its seal to be hereunder affixed hereto as of the date specified below.
Great-West Life & Annuity Insurance Company | ||||
By its authorized officer, | ||||
By: | /s/ Susan Gile |
|||
Title: Susan Gile - VP. Individual Markets | ||||
Great-West Life & Annuity Insurance Company of New York | ||||
By its authorized officer, | ||||
By: | /s/ Ron Laeyendecker |
|||
Title: Ron Laeyendecker Senior Vice President | ||||
COLUMBIA FUNDS VARIABLE SERIES TRUST II | ||||
By its authorized officer, | ||||
By: |
/s/ |
|||
Title: Vice President |
||||
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | ||||
By its authorized officer, | ||||
By: |
/s/ |
|||
Title: Managing Director |
||||
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS INC. | ||||
By its authorized officer, | ||||
By: |
/s/ |
|||
Title Managing Director |
25
SCHEDULE A
CONTRACTS
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company (GWLA) contracts
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New
York (GWLANY) contracts
Variable Annuity-2 Series Account of GWLA contracts
Variable Annuity-2 Series Account of GWLANY contracts
FutureFunds Series Account of GWLA contracts
FutureFunds II Series Account of GWLA contracts
FutureFunds II Series Account of GWLANY contracts
COLI VUL-1 Series Account of GWLANY contracts
COLI VUL-2 Series Account of GWLA contracts
COLI VUL-2 Series Account of GWLANY contracts
COLI VUL-4 Series Account of GWLA contracts
COLI VUL-7 Series Account of GWLA contracts
26
SCHEDULE B
Columbia Funds Variable Series Trust II
Class 1 and Class 2 Shares of all Columbia Variable Portfolios* under Columbia Funds Variable Series Trust II
* Portfolios managed by Columbia Management Investment Advisers, LLC
27
SCHEDULE C
EXPENSES
The Fund and/or the Distributor and/or Adviser, and the Company will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Funds share of the total costs determined according to the number of pages of the Funds respective portions of the documents.
Item | Function | Party Responsible for Coordination |
Party Responsible for Expense | |||
Mutual Fund Prospectus |
Electronic copy of combined prospectuses made available |
Company |
Current - Fund Prospective - Company | |||
Distribution (including postage) to Current Clients |
Company | Fund | ||||
Distribution (including postage) to Prospective Clients |
Company | Company | ||||
Product Prospectus | Printing and Distribution for Current and Prospective Clients |
Company | Company | |||
Mutual Fund Prospectus Update & Distribution |
Electronic copy, if Required by Fund, Distributor or Adviser |
Fund, Distributor or Adviser |
Fund, Distributor or Adviser | |||
If Required by Company |
Company (Fund, Distributor or Adviser to provide Company with document in PDF format) |
Company |
28
Item | Function | Party Responsible for Coordination |
Party Responsible for Expense | |||
Product Prospectus Update & Distribution |
If Required by Fund, Distributor or Adviser |
Company | Fund, Distributor or Adviser | |||
If Required by Company |
Company | Company | ||||
Mutual Fund SAI | Printing | Fund, Distributor or Adviser |
Fund, Distributor or Adviser | |||
Distribution (including postage) |
Party who receives the request |
Party who receives the request | ||||
Product SAI | Printing | Company | Company | |||
Distribution | Company | Company | ||||
Proxy Material for Mutual Fund | Electronic copy of proxy if required by Law |
Fund, Distributor or Adviser |
Fund, Distributor or Adviser | |||
Distribution (including labor) if proxy required by Law |
Company | Fund, Distributor or Adviser | ||||
Printing & distribution if required by Company |
Company | Company | ||||
Mutual Fund Annual & Semi-Annual Report | Electronic copy made available |
Fund, Distributor or Adviser |
Fund, Distributor or Adviser | |||
Distribution | Company | Fund, Distributor or Adviser | ||||
Operations of the Accounts | Federal registration of units of separate account (24f-2 fees) |
Company | Company |
29
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 29th day of October 2008 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), DAVIS VARIABLE ACCOUNT FUND, INC. (the Fund), DAVIS SELECTED ADVISERS, L.P. (the Adviser), and DAVIS DISTRIBUTORS, LLC. (the Distributor), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A, the Fund, the Adviser and the Distributor are parties to a Fund Participation Agreement dated December 16, 2004 and amended July 2, 2007, (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional Separate Accounts that are exempt from registration.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to the First GWL&A Account now include the COLI VUL Series Account 1 (First GWL&A). |
2. | All references to the GWL&A Account now include COLI VUL Series Account 7 (GWL&A). |
3. | Paragraph 2.1 of the Agreement is deleted in its entirety and replaced with the following: |
2.1 | GWL&A and First GWL&A represent and warrant that the Contracts and the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act (unless exempt from registration); that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. |
1
GWL&A and First GWL&A further represent that each is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado insurance law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act (unless exempt from registration) to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law. |
4. | GWL&A and First GWL&A agree that each has registered or will register certain variable life insurance and variable annuity contracts under the 1933 Act, unless such contracts are exempt from registration thereunder. |
[Signature Page Follows]
2
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 29th day of October 2008.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||||
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |||
Title: | Senior Vice-President | |||
Date: | 11/5/08 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||||
By: | /s/ Bob Shaw |
Name: | Bob Shaw | |||
Title: | Senior Vice President | |||
Date: | 11/5/08 |
DAVIS VARIABLE ACCOUNT FUND, INC.
By its authorized officer, | ||||
By: | /s/ Kenneth C. Eich |
Name: | Kenneth C. Eich | |||
Title: | Executive Vice President | |||
Date: | October 29, 2008 |
DAVIS SELECTED ADVISERS, L.P.
By its authorized officer, | ||||
By: | /s/ Kenneth C. Eich |
Name: | Kenneth C. Eich | |||
Title: | Chief Operating Officer | |||
Date: | October 29, 2008 |
DAVIS DISTRIBUTORS, LLC
By its authorized officer, | ||||
By: | /s/ Kenneth C. Eich |
Name: | Kenneth C. Eich | |||
Title: | President | |||
Date: | October 29, 2008 |
3
THIRD AMENDMENT TO PARTICIPATION AGREEMENT
THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 16th day of August, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), DAVIS VARIABLE ACCOUNT FUND, INC. (the Fund), DAVIS SELECTED ADVISERS, L.P. (the Adviser), DAVIS DISTRIBUTORS, LLC (the Distributor), collectively the Parties, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A-NY). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, GWLA-NY, the Fund, the Adviser and the Distributor are parties to a Fund Participation Agreement dated December 16, 2004, as amended (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add an additional Separate Account to the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
All references to the Account now include the COLI VUL-14 Series Account (GWL&A).
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 16th day of August, 2013.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |||
Title: | Senior Vice President | |||
Date: | 9-18-2013 |
1
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By its authorized officer,
By: | /s/ Susan Gile |
Name: | Susan Gile | |||
Title: | V.P. Individual Markets | |||
Date: | 9-18-2013 |
DAVIS VARIABLE ACCOUNT FUND, INC.
By its authorized officer,
By: | /s/ Kenneth C. Eich |
Name: | Kenneth C. Eich | |||
Title: | Executive Vice President | |||
Date: | August 16, 2013 |
DAVIS SELECTED ADVISERS, L.P.
By its authorized officer,
By: | /s/ Kenneth C. Eich |
Name: | Kenneth C. Eich | |||
Title: | Chief Operating Officer | |||
Date: | August 16, 2013 |
DAVIS DISTRIBUTORS, LLC
By its authorized officer,
By: | /s/ Kenneth C. Eich |
Name: | Kenneth C. Eich | |||
Title: | President | |||
Date: | August 16, 2013 |
2
Charles Schwab
THE SCHWAB BUILDING 101 MONTGOMERY STREET SAN FRANCISCO, CA 94104 (415) 627-7000
April 18, 2003
Richelle S. Maestro
General Counsel
Delaware Group Premium Fund
1 Commerce Square
2005 Market Street
Philadelphia, PA 19103
Re: Clarification and Amendment of Expense Calculation in Participation Agreement
Dear Ms. Maestro:
This letter serves to clarify and amend the calculation of expenses associated with the printing of documents referenced on Schedule E (Schedule E) of our participation agreement, dated April 20, 2001 with Delaware Group Premium Fund, (the Agreement). Any mailings or distribution of documents made on or after May 1, 2003, will be calculated under the following method:
Costs shall be allocated to reflect the Funds share of the total costs determined according to the number of pages of the Funds respective portions of the documents, except with respect to the printing of combined fund prospectuses. The calculation for costs associated with the printing of combined fund prospectuses shall be a weighted average factoring in the percentage of assets allocated to the Funds respective portfolio(s) as of April 30 of each year, and the actual number of pages in that portfolios prospectus.
The Agreement otherwise remains unchanged and shall continue in full force and effect.
In the space provided below, please acknowledge your agreement to the foregoing.
Very truly yours, | ||
Charles Schwab & Co., Inc. | ||
By: |
/s/ Tina M. Perrino | |
Name: |
Tina M. Perrino | |
Title: |
Vice President, Partner Relations | |
Great-West Life & Annuity Insurance Company | ||
By: |
/s/ Chris Bergeon | |
Name: |
Chris Bergeon | |
Title: |
VP FIM |
CHARLES SCHWAB & CO., INC. MEMBER SIPC, NEW YORK STOCK EXCHANGE AND OTHER PRINCIPAL STOCK AND OPTIONS EXCHANGES
Page 2 of 2
ACKNOWLEDGED AND AGREED TO: | ||
Delaware VIP Trust, on behalf of its various series | ||
By: |
/s/ David K. Downes | |
Name: |
David K. Downes | |
Title: |
President, COO & CFO | |
Delaware Management Company, a series of Delaware Management Business Trust | ||
By: |
/s/ David K. Downes | |
Name: |
David K. Downes | |
Title: |
Executive Vice President, COO & CFO | |
Delaware Distributors, L.P. | ||
By: |
/s/ David K. Downes | |
Name: |
David K. Downes | |
Title: |
Executive Vice President, COO & CFO | |
cc: |
Beverly Byrne, Esq. | |
Tina Perrino | ||
Erin Spivak |
Great-West LIFE & ANNUITY INSURANCE COMPANY |
8525 East Orchard Road Greenwood Village, CO 80111 (303) 737-3000 Mailing Address: PO Box 1080, Denver CO 80201 www.gwla.com |
September 1, 2005
Adam Cherubini
Vice President
Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Greenwood Village, CO 80111
Ms. Richelle S. Maestro
General Counsel
Delaware Management Company
1 Commerce Square, 2005 Market Street
Philadelphia, PA 19103
RE: | An AmendmentRemoval of Charles Schwab and Consolidation of Administrative Services from Charles Schwab & Co. to Great-West Life & Annuity Insurance Company |
Dear Ms. Maestro:
Please be advised that, as a result of a restructuring of our variable annuity distribution and servicing arrangement with Charles Schwab and Co., Inc., (Schwab), Schwab will no longer be a party to the fund participation agreement dated April 20, 2001, as amended (the Agreement). Effective October 1, 2005, all administrative services performed under the Agreement will be consolidated and performed exclusively by Great-West Life and Annuity Insurance Company (GWL&A).
We are seeking your consent pursuant to this Agreement to: a) remove Schwab from the Agreement, and b) substitute GWL&A for Schwab as the party responsible for performing Fund administrative services under this Agreement. Specifically, this amendment will replace Schwab with GWL&A in the provisions of Article 5 and Schedule C of the Agreement.
You should note that the purpose of this amendment is not to change your substantive obligations, responsibilities, or rights under this Agreement, but only to amend the Agreement so as to properly reflect the removal of Schwab, and the designation of GWL&A, as the party responsible for providing administrative services under the Agreement. In addition, in consideration of GWL&A performing such services, all fees (including 12b-1 distribution and/or administrative services fees) formerly paid by the Fund(s) to Schwab should now be paid to GWL&A after the October 1, 2005 effective date.
For further instructions on remittance of these fees, please contact:
Jill Kerschen, Associate Manager, Financial Control
Great West Life & Annuity
Attn: Revenue Department 2T2
8515 E Orchard Rd
Greenwood Village, CO 80111
All other provisions of the Agreement otherwise remain unchanged.
Three executed originals are enclosed for execution by Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P. Please return two duly executed originals to us in the enclosed stamped, self-addressed envelope.
If you have any questions, please do not hesitate to contact Joel Terwilliger (business card attached). I remain,
Yours truly,
Great-West Life & Annuity Insurance Company By its authorized officer noted below |
By: |
Name: |
Title: V.P. |
I have read the foregoing letter and agree to accept this amendment to the Agreement.
Charles Schwab & Co., Inc. By its authorized officer noted below |
Delaware VIP Trust By its authorized officer noted below | |
By: /s/ Tina Perrino |
By: /s/ Ryan K. Brist | |
Name: Tina Perrino |
Name: Ryan K. Brist | |
Title: Vice President |
Title: EVP | |
Delaware Management Company By its authorized officer noted below |
Delaware Distributors, L.P. By its authorized officer noted below | |
By: /s/ Patrick P. Coyne | By: /s/ Kevin J. Lucey | |
Name: Patrick P. Coyne Title: Executive Vice President/Managing Director/Chief Investment Officer Equity Investments |
Name: Kevin J. Lucey Title: President & CEO |
AMENDMENT TO FUND PARTICIPATION AGREEMENT BETWEEN
GREAT WEST LIFE & ANNUITY COMPANY, DELAWARE VIP TRUST,
DELAWARE MANAGEMENT COMPANY AND DELAWARE DISTRIBUTORS, L.P.
THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 1 day of August, 2014, by and among Delaware VIP Trust, Delaware Management Company, Delaware Distributors, L.P. and Great-West Life & Annuity Insurance Company (Great-West) (collectively, the Parties). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Parties entered into to a Fund Participation Agreement dated April 20, 2001, as amended, (the Agreement); and
WHEREAS, the Parties desire to add an additional Great-West separate account which is exempt from registration under the 1933 Act and the 1940 Act; and
WHEREAS, the Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
Schedule A to the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto; and |
2. |
Paragraph 2.1 of the Agreement is deleted in its entirety and replaced with the following: |
2.1 GWL&A represents and warrants that the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act or exempt from registration thereunder, and that the Contracts will be issued and sold in compliance in all material respects with all applicable laws, rules and regulations (collectively, laws). GWL&A further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has a legally and validly established the Account prior to any issuance or sale of units thereof as a segregated asset account under Section 10-7-401, et seq.
of the Colorado Insurance Law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act, unless exempt from registration, to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law. |
3. All |
other provisions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 1 day of August, 2014.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
|
By: |
/s/ Susan Gile | ||
Name: |
Susan Gile | |||
Title: |
VP, Individual Markets | |||
DELAWARE VIP TRUST, | ||||
By its authorized officer, | ||||
By: |
/s/ Patrick P. Coyne | |||
Name: |
Patrick P. Coyne | |||
Title: |
President |
DELAWARE MANAGEMENT COMPANY,
A SERIES OF DELAWARE MANAGEMENT BUSINESS TRUST
|
By its authorized officer, | |||
By: |
/s/ Patrick P. Coyne | |||
Name: |
Patrick P. Coyne | |||
Title: |
President | |||
DELAWARE DISTRIBUTORS, L.P. | ||||
By its authorized officer, | ||||
By: |
/s/ J. Scott Coleman, | |||
Name: |
J. Scott Coleman, CFA | |||
Title: |
Executive Vice President |
SCHEDULE A
Separate Accounts
Name of Separate Accounts
Great-West Life & Annuity Insurance Company Accounts:
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
COLI VUL 2 Series Account
COLI VUL 4 Series Account
COLI VUL 7 Series Account
AMENDMENT TO FUND PARTICIPATION AGREEMENT BETWEEN GREAT
WEST LIFE & ANNUITY COMPANY, DELAWARE VIP TRUST, DELAWARE
MANAGEMENT COMPANY AND DELAWARE DISTRIBUTORS, L.P.
THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 1st day of May, 2016, by and among Delaware VIP Trust, Delaware Management Company, Delaware Distributors, L.P. and Great-West Life & Annuity Insurance Company (Great-West) (collectively, the Parties). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Parties entered into to a Fund Participation Agreement dated April 20, 2001, as amended, (the Agreement); and
WHEREAS, the Parties desire to add additional Great-West separate accounts to the Agreement; and
WHEREAS, the Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
Schedule A to the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto; and |
2. |
All other provisions of the Agreement shall remain in full force and effect. |
[Remainder of page left intentionally blank.]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 1st day of May, 2016.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
|
By: |
/s/ Ron Laeyendecker | ||
Name: |
Ron Laeyendecker | |||
Title: |
Senior Vice President | |||
DELAWARE VIP TRUST, | ||||
By its authorized officer, | ||||
By: |
/s/ Roger A. Early | |||
Name: |
Roger A. Early | |||
Title: |
Executive Vice President |
DELAWARE MANAGEMENT COMPANY,
A SERIES OF DELAWARE MANAGEMENT BUSINESS TRUST
By its authorized officer,
|
By: |
/s/ Susan Natalini | ||
Name: |
Susan Natalini | |||
Title: |
Senior Vice President | |||
DELAWARE DISTRIBUTORS, L.P. | ||||
By its authorized officer, | ||||
By: |
/s/ Stephen J. Busch | |||
Name: |
Stephen J. Busch | |||
Title: |
Senior Vice President |
SCHEDULE A
Separate Accounts
Name of Separate Accounts
Great-West Life & Annuity Insurance Company Accounts:
FutureFunds Series Account
FutureFunds II Series Account
Retirement Plan Series Account
Trillium Variable Annuity Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
COLI VUL-2 Series Account
COLI VUL-4 Series Account
COLI VUL-7 Series Account
Variable Annuity-8 Series Account
Variable Annuity-9 Series Account
FIFTH AMENDMENT TO PARTICIPATION AGREEMENT
THIS FIFTH AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 9th day of January, 2009, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), DREYFUS INVESTMENT PORTFOLIOS, THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC., DREYFUS STOCK INDEX FUND, INC. and DREYFUS VARIABLE INVESTMENT FUND (the Funds), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A and the Funds are parties to a Fund Participation Agreement dated December 31, 1998, as amended from time to time (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional separate Accounts;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
2. | All references to the First GWL&A Account now includes the COLI VUL Series Account 1 (First GWL&A). |
IN WITNESS WHEREOF, the Parties have executed this Amendment.
[The rest of this page is intentionally left blank.]
1
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: |
|
Title: | ||
Date: |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |
Title: | Sr. Vice President | |
Date: | 1/16/09 |
ON BEHALF OF THE DREYFUS FUNDS LISTED ABOVE AS PARTIES TO THE AGREEMENT
By: | /s/ Michael A. Rosenberg |
Name: | Michael A. Rosenberg |
Title: | Secretary |
2
SCHEDULE A
Contracts |
Form Numbers | |
AICPA Variable Annuity |
J438 | |
Individual Flexible Premium Variable Universal Life Insurance |
J355, J355NY, J350, J50rev J500, J500NY PPVUL NY PPVUL |
Separate Accounts
Maxim Series Account
COLI VUL-2 Series Account (GWL&A)
COLI VUL-4 (GWL&A)
COLI VUL-7 Series Account (GWL&A) (an unregistered Separate Account)
COLI VUL-1 Series Account (First GWL&A) (an unregistered Separate Account)
COLI VUL-2 Series Account (First GWL&A)
COLI VUL-4 (First GWL&A)
3
SIXTH AMENDMENT TO PARTICIPATION AGREEMENT
THIS SIXTH AMENDMENT TO PARTICIPATION AGREEMENT is made effective this 1st day of October, 2009, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), DREYFUS INVESTMENT PORTFOLIOS, THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC., DREYFUS STOCK INDEX FUND, INC. and DREYFUS VARIABLE INVESTMENT FUND (the Funds), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A and the Funds are parties to a Fund Participation Agreement dated December 31, 1998, as amended from time to time (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional contracts and separate Accounts;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
2. | All references to the GWL&A Account now includes the Varifund Variable Annuity Account and the Prestige Variable Life Account. |
IN WITNESS WHEREOF, the Parties have executed this Amendment.
[The rest of this page is intentionally left blank.]
1
Signatures for Sixth Amendment to Participation Agreement October 1, 2009
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: | /s/ Susan Gile | |
Name: | Susan Gile | |
Title: | Vice President, Individual Markets | |
Date: | 11.12.09 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: | /s/ Ron Laeyendecker | |
Name: | Ron Laeyendecker | |
Title: | Senior Vice President | |
Date: | 11/13/07 |
ON BEHALF OF THE DREYFUS FUNDS LISTED ABOVE AS PARTIES TO THE AGREEMENT
By: | /s/ Michael A. Rosenberg | |
Name: | Michael A. Rosenberg | |
Title: | Secretary | |
Date: |
2
SCHEDULE A
Contracts |
Form Numbers | |
AICPA Variable Annuity |
J438 | |
Individual Flexible Premium Variable |
||
Universal Life Insurance |
J355, J355NY, J350, J50rev J500, J500NY PPVUL NY PPVUL | |
Varifund Variable Annuity Account Prestige Variable Life Account |
V30000, VA40000, VPP50000 CL 1035-99 |
Separate Accounts
Maxim Series Account
COLI VUL-2 Series Account (GWL&A)
COLI VUL-4 (GWL&A)
COLI VUL-7 Series Account (GWL&A) (an unregistered Separate Account)
COLI VUL-1 Series Account (First GWL&A) (an unregistered Separate Account)
COLI VUL-2 Series Account (First GWL&A)
COLI VUL-4 (First GWL&A)
Varifund Variable Annuity Account (GWL&A)
Prestige Variable Life Account (GWL&A)
3
EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT
THIS EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT is made effective this 1st day of November, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), DREYFUS INVESTMENT PORTFOLIOS, THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC., DREYFUS STOCK INDEX FUND, INC. and DREYFUS VARIABLE INVESTMENT FUND (the Funds), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A and the Funds are parties to a Fund Participation Agreement dated December 31, 1998, as amended from time to time (the Agreement);
WHEREAS, First Great-West Life & Annuity Insurance Company has been renamed Great-West Life & Annuity Insurance Company of New York. and
WHEREAS, the Parties to the Agreement desire to add additional contracts and separate Accounts;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to First Great-West Life & Annuity Insurance Company and First GWL&A are hereby deleted, and replaced with Great-West Life & Annuity Insurance Company of New York and GWL&A-NY, respectively. |
2. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
3. | All references to the GWL&A Account now includes the COLI VUL-14 Series Account. |
IN WITNESS WHEREOF, the Parties have executed this Amendment.
[The rest of this page is intentionally left blank.]
1
Eighth Amendment to Fund Participation Agreement
November 1, 2013
Page 2
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By: /s/ Susan Gile
Name: Susan Gile
Title: VP - Individual Markets
Date: 11-4-2013
|
||
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By its authorized officer,
By: /s/ Ron Laeyendecker
Name: Ron Laeyendecker
Title: Senior Vice President
Date: 11-4-2013
|
||
ON BEHALF OF THE DREYFUS FUNDS LISTED ABOVE AS PARTIES TO THE AGREEMENT
By its authorized officer,
By: /s/ Bradley J. Skapyak
Name: Bradley J. Skapyak
Title: President
Date: 12/5/13
|
2
SCHEDULE A
Contracts | Form Numbers | |
AICPA Variable Annuity |
J438 | |
Individual Flexible Premium Variable Universal Life Insurance |
J355, J355NY, J350, J50rev J500, J500NY PPVUL NY PPVUL ICC13-J600/J600 | |
Varifund Variable Annuity Account Prestige Variable Life Account |
V30000, VA40000, VPP50000 CL 1035-99 |
Separate Accounts
Maxim Series Account
COLI VUL-2 Series Account (GWL&A)
COLI VUL-4 (GWL&A)
COLI VUL-7 Series Account (GWL&A) (an unregistered Separate Account)
COLI VUL-14 Series Account (GWL&A) (an unregistered Separate Account)
COLI VUL-1 Series Account (GWL&A-NY) (an unregistered Separate Account)
COLI VUL-2 Series Account (GWL&A-NY)
COLI VUL-4 (GWL&A-NY)
Varifund Variable Annuity Account (GWLA)
Prestige Variable Life Account (GWLA)
3
THIRD AMENDMENT TO PARTICIPATION AGREEMENT
THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 20th day of Nov, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A); FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), DWS VARIABLE SERIES I, DWS VARIABLE SERIES II, DWS INVESTMENTS VIT FUNDS (collectively, the Funds); DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the Adviser); and DWS INVESTMENTS DISTRIBUTORS, INC. (formerly DWS Scudder Distributors, Inc.) (the Distributor), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A, the Funds, the Adviser and the Distributor are parties to a Fund Participation Agreement dated March 31, 2005 as amended on April 11, 2007 and July 1, 2007, (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional separate Accounts which are exempt from registration.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to the First GWL&A Account now include the COLI VUL Series Account 1 (First GWL&A). |
2. | All references to the GWL&A Account now include the COLI VUL Series Account 7 (GWL&A). |
3. | GWL&A and First GWL&A agree that each has registered or will register certain variable life insurance and variable annuity contracts under the 1933 Act, unless such contracts are exempt from registration thereunder. |
4. | Paragraph 2.1 of the Agreement is deleted in its entirety and replaced with the following: |
2.1 | GWL&A and First GWL&A represent and warrant that the Contracts and the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act (unless exempt |
1
from registration); that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. GWL&A & First GWL&A further represents that each is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado insurance law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act (unless exempt from registration) to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law. |
[Intentionally Left Blank]
2
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 20th day of Nov, 2008.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By: |
/s/ Ron Laeyendecker |
Name: |
Ron Laeyendecker | |
Title: |
Senior Vice-President | |
Date: |
11/20/08 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
By: |
/s/ Robert K. Shaw |
Name: |
Robert K. Shaw | |
Title: |
Sr. VP | |
Date: |
11/20/08 |
DWS VARIABLE SERIES I
By its authorized officer,
By: |
/s/ Patricia J. DeFilippis |
Name: |
Patricia J. DeFilippis | |
Title: |
Assistant Secretary | |
Date: |
DWS VARIABLE SERIES II
By its authorized officer,
By: |
/s/ Patricia J. DeFilippis |
Name: |
Patricia J. DeFilippis | |
Title: |
Assistant Secretary | |
Date: |
3
DWS INVESTMENTS VIT FUNDS
By its authorized officer, | ||
By: |
/s/ Patricia J. DeFilippis |
Name: |
Patricia J. DeFilippis | |
Title: |
Assistant Secretary | |
Date: |
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By its authorized officers, | ||
By: |
/s/ Michael Colon |
Name: |
Michael Colon | |
Title: |
Chief Operating officer | |
Date: |
11/13/08 |
By: |
/s/ John Ashley |
Name: |
John Ashley | |
Title: |
Director | |
Date: |
DWS INVESTMENTS DISTRIBUTORS, INC.
By its authorized officers, | ||
By: |
/s/ Philipp Hensler |
Name: |
Philipp Hensler | |
Title: |
Chairman & CEO | |
Date: |
By: |
/s/ Michael Colon |
Name: |
Michael Colon | |
Title: |
Chief Operating officer | |
Date: |
11/13/08 |
4
FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
THIS FIFTH AMENDMENT TO PARTICIPATION AGREEMENT is effective this 10th day of August, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A); GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A-NY); and DWS VARIABLE SERIES I, DWS VARIABLE SERIES II, and DWS INVESTMENTS VIT FUNDS (collectively, the Funds); DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the Adviser); and DWS INVESTMENTS DISTRIBUTORS, INC. (the Distributor), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, the Parties are parties to a Fund Participation Agreement dated March 31, 2005, as amended on April 11, 2007, July 1, 2007, and November 20, 2008 (the Agreement); and
WHEREAS, the Parties desire to add an additional separate Account and update Schedule A to the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to the GWL&A Account now include the COLI VUL-14 Series Account. |
2. | Schedule A is hereby deleted in its entirety and replaced with Schedule A attached hereto. |
3. | Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect. |
[Intentionally left blank]
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For internal use only
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 10th day of August, 2013.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: | /s/ Susan Gile |
Name: | Susan Gile | |
Title: | VP - Individual Markets |
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By its authorized officer, |
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |
Title: | Senior Vice President |
DWS VARIABLE SERIES I
By its authorized officer, |
By: | /s/ W Douglas Beck |
Name: | W Douglas Beck | |
Title: | Managing Director |
DWS VARIABLE SERIES II
By its authorized officer, |
By: | /s/ W Douglas Beck |
Name: | W Douglas Beck | |
Title: | Managing Director |
DWS INVESTMENTS VIT FUNDS
By its authorized officer, |
By: | /s/ W Douglas Beck |
Name: | W Douglas Beck | |
Title: | Managing Director |
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DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By its authorized officers, |
By: |
|
Name: | ||
Title: |
By: | /s/ W Douglas Beck |
Name: | W Douglas Beck | |
Title: | Managing Director |
DWS INVESTMENTS DISTRIBUTORS, INC.
By its authorized officers, |
By: |
|
Name: | ||
Title: |
By: | /s/ W Douglas Beck |
Name: | W Douglas Beck | |
Title: | Managing Director |
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For internal use only
SCHEDULE A
DESIGNATED PORTFOLIOS
Class A shares of the following Designated Portfolios:
A. | DWS Variable Series I: |
DWS Capital Growth VIP
DWS Global Small Cap Growth VIP
DWS Core Equity VIP
DWS International VIP
DWS Bond VIP
B. | DWS Variable Series II: |
DWS Alternative Asset Allocation VIP
DWS Global Growth VIP
DWS Government & Agency Securities VIP
DWS High Income VIP
DWS Global Equity VIP
DWS Large Cap Value VIP
DWS Money Market VIP
DWS Small Mid Cap Growth VIP
DWS Unconstrained Income VIP
DWS Global Income Builder VIP
DWS Small Mid Cap Value VIP
C. | DWS Investments VIT Funds: |
DWS Equity 500 Index VIP
DWS Small Cap Index VIP
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For internal use only
FUND PARTICIPATION AGREEMENT
Among
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
EATON VANCE VARIABLE TRUST
and
EATON VANCE DISTRIBUTORS, INC.
THIS FUND PARTICIPATION AGREEMENT (the Agreement) is made and entered into as of this 28TH day of April, 2016 (the Effective Date) by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter GWL&A), a Colorado life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B attached hereto (the GWL&A Account(s)); GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (hereinafter GWL&ANY), a New York life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B (the GWL&ANY Account(s)); (the GWL&A Account(s) and the GWL&ANY Account(s) may be referred to herein individually, or collectively as the Accounts) (GWL&A and GWL&ANY may be referred to herein individually, each as an Insurance Party, or collectively as the Insurance Parties); EATON VANCE VARIABLE TRUST (the Trust), a Massachusetts business trust, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a Fund and collectively, the Funds); and EATON VANCE DISTRIBUTORS, INC. (hereinafter the Distributor) a company organized under the laws of Massachusetts (each a Party and collectively the Parties).
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the 1940 Act) and its shares are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act) and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (the FINRA); and
WHEREAS, the Insurance Parties have certain registered and unregistered variable annuity and variable life contracts supported wholly or partially by the Accounts (the Contracts) to be made available to owners thereof, including any participants or employees of such owners as applicable (Contract Owners); and
WHEREAS, to the extent required by applicable law, the Insurance Parties have registered the Account(s) as a unit investment trust under the 1940 Act unless excepted from registration pursuant to Section 3(c)(7) or Section 3(c)(l1) of the 1940 Act, and have registered the securities deemed to be issued by the Account(s) under the 1933 Act unless exempt from registration; and
WHEREAS, the GWL&A Account(s) is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GWL&A, under the insurance laws of the State of Colorado, to set aside and invest assets attributable to the GWL&A Contracts, and the GWL&ANY
Account(s) is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GWL&ANY, under the insurance laws of the State of New York, to set aside and invest assets attributable to the GWL&ANY Contracts; and
WHEREAS, to the extent permitted by applicable laws and regulations, GWL&A and GWL&ANY intend to purchase shares in the Fund(s) listed in Schedule A attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement (the Designated Portfolio(s)), on behalf of their respective Accounts to fund the applicable Contracts, and the Fund is authorized to sell such shares to unregistered unit investment trusts such as the Accounts at net asset value (NAV); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Accounts also intend to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Accounts to fund the Contracts; and
WHEREAS, GWL&A has arrangements with GWL&ANY to provide administrative services, including certain services related to certain performances contemplated herein by GWL&ANY; and
WHEREAS, GWL&A and GWL&ANY intend to utilize their 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 the FINRA, to transmit instructions for the purchase, redemption and transfer of Fund shares on behalf of the Accounts, and alone, or with the assistance of a recordkeeping affiliate, to perform certain recordkeeping functions associated with the transfer of Fund shares into and out of the Accounts in order to recognize certain organizational economies; and
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I. Sale | of Fund Shares |
1.1. All purchases, redemptions and exchanges of Designated Portfolio shares for the Accounts, in addition to the pricing and correction thereof, of Designated Portfolio shares, shall be governed by and subject to the terms of the Trading and NSCC Fund/SERV Networking Agreement, by and between GWFS and Eaton Vance Distributors, Inc., dated May 29, 2008 (NSCC Agreement).
1.2. Notwithstanding Section 1.1 of this Agreement, if an adjustment is necessary to correct an error which has caused Contract Owners to receive less than the amount to which they are entitled, the number of shares of the applicable sub-account of such Contract Owners will be adjusted and the amount of any underpayments shall be credited by the Distributor to GWL&A and GWL&ANY for crediting of such amounts to the applicable Contract Owners accounts. Upon notification by the Distributor of any overpayment due to an error, GWL&A or GWL&ANY, as applicable, shall promptly remit to Distributor any overpayment that has not been paid to Contract Owners; however, Distributor acknowledges that GWL&A or GWL&ANY, as applicable, does not intend to seek additional payments from any Contract owner unless GWL&A or GWL&ANY, as applicable, is at fault for such error. GWL&A or GWL&ANY, as applicable, will use commercially reasonable efforts to provide Distributor with the necessary information relevant for Distributor to seek remuneration from Contract Owner. In no event shall GWL&A or GWL&ANY, as applicable, be liable to Contract Owners for such adjustments or underpayment amounts unless such adjustment or underpayment is primarily due to the fault of GWL&A or GWL&ANY, as applicable.
1.3 Notwithstanding Section 1.1, the Trust reserves the right to redeem Fund shares in assets other than cash in accordance with the then current Eaton Vance Funds Procedures for Redemptions in Kind and the policies of the Trust as described in the Funds then current prospectus.
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ARTICLE II. Representations | and Warranties |
2.1. GWL&A represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the GWL&A Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado Law. GWL&ANY represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the GWL&ANY Account prior to any issuance or sale of units thereof as a segregated asset account under New York law.
2.2. The Insurance Parties represent and warrant that the Contracts are currently and at the time of issuance will be treated as life insurance, endowment or annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended (hereinafter the Code), that it will maintain such treatment and that it will notify the Trust immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.
2.3. The Fund represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2.4. To the extent that the Fund finances distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its Board, a majority of whom are not interested persons of the Fund, formulate and approve any plan pursuant to Rule 12b-l under the 1940 Act to finance distribution expenses.
2.5. The Fund represents and warrants that the investment policies, fees and expenses of the Designated Portfolio(s) are and shall at all times remain in compliance with the Funds Prospectus and any Applicable Law. The Fund and Distributor represent and warrant that they will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with all Applicable Law. The Fund and Distributor shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by Applicable Law. The Insurance Parties will endeavor to keep each other and the Distributor informed of any change in state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a Law Change). In the event of a Law Change, the Fund agrees that it may (in its sole discretion) take any action required by a Law Change.
2.6. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.
2.7. The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the Commonwealth of Massachusetts and any applicable state and federal securities laws.
2.8. The Fund and the Distributor represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-l under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds must include coverage for larceny and embezzlement and must be issued by a reputable bonding company.
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2.9 The Trust represents and warrants that each Fund will comply with the diversification requirements set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation §1.817-5, and will notify the Insurance Parties immediately upon having a reasonable basis for believing any Fund has ceased to comply or might not so comply and will immediately take all reasonable steps to adequately diversify the Fund to achieve compliance. Upon request, the Fund shall provide Insurance Parties a certification of its compliance with Section 817(h) of the Code and Treasury Regulation 1.817-5 within thirty (30) days of the end of each calendar quarter.
2.10. The Insurance Parties represent and warrant that all of their employees and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-l under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds must include coverage for larceny and embezzlement and must be issued by a reputable bonding company.
2.11. The Fund will provide the Insurance Parties with as much advance notice as is reasonably practicable of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated Portfolio(s) and consult with the Insurance Parties in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them in conjunction with regular annual updates of the prospectus for the Contracts.
ARTICLE III. | Prospectuses and Proxy Statements: Voting |
3.1. The Distributor or Fund shall provide such documentation (including a camera-ready copy and computer diskette of the current prospectus for the Designated Portfolio(s)) and other assistance as is reasonably necessary in order for the Insurance Parties once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Funds prospectus for the Designated Portfolio(s) printed together in one document. The Fund agrees that in the future, the Insurance Parties may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) describe only the Designated Portfolio(s) and not name or describe any other portfolios or series that may be in the Fund, unless required by law. The Fund or Distributor, as applicable agree to assist the Insurance Parties in obtaining the required information from EDGAR and the expenses associated with this form of distribution will be borne in accordance with Schedule C.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Fund be distributed to all Contract Owners, then the Fund and/or Distributor shall provide the Insurance Parties in portable document format (i.e., PDF) only the Funds SAI or documentation thereof for the Designated Portfolio(s), with expenses to be borne in accordance with Schedule C, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract Owners. The Fund shall also provide SAIs to any Contract Owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Insurance Parties).
3.3. The Fund and/or Distributor shall provide the Insurance Parties with copies of the Funds proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in portable document format (i.e., PDF) only, with expenses to be borne in accordance with Schedule C, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract Owners, as required by law.
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3.4. It is understood and agreed that, except with respect to information regarding an Insurance Party provided in writing by that Party, such Insurance Party is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s).
3.5. If and to the extent required by law each Insurance Party shall:
(i) | solicit voting instructions from Contract Owners; |
(ii) | vote the Designated Portfolio(s) shares held in the Accounts in accordance with instructions received from Contract Owners; and |
(iii) | vote Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract Owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Insurance Parties reserve the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. |
ARTICLE IV. | Sales Material and Information |
4.1. The Insurance Parties shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Insurance Parties develop or propose to use and in which the Fund (or a Portfolio thereof), its investment adviser or one of its sub-advisers or the Distributor is named in connection with the Contracts, at least ten (10) Business Days prior to its use. No such material shall be used if the Fund objects to such use within five (5) Business Days after receipt of such material.
4.2. The Insurance Parties shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sates literature or other promotional material approved by the Fund or Distributor, except with the permission of the Fund or Distributor.
4.3. The Fund or the Distributor shall furnish, or shall cause to be furnished, to The Insurance Parties, a copy of each piece of sales literature or other promotional material in which the Insurance Parties and/or their separate account(s) are named at least ten (10) Business Days prior to its use. No such material shall be used if the Insurance Parties object to such use within five (5) Business Days after receipt of such material.
4.4. The Fund shall not give any information or make any representations on behalf of the Insurance Parties or concerning the Insurance Parties, the Accounts, or the Contracts other than the information or representations contained in the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Insurance Parties or their designee, except with the permission of the Insurance Parties.
4.5. The Fund will provide to the Insurance Parties at least one complete copy of all registration statements, prospectuses, SAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolio(s), after the filing of such document(s) with the SEC or FINRA or other regulatory authorities.
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4.6. The Insurance Parties will provide to the Fund at least one complete copy of all sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Accounts, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority.
4.7. For purposes of Articles IV and VII, the phrase sales literature and other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the 1940 Act.
4.8. At the request of any Party to this Agreement, each other Party will make available to the other Partys independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any Partys obligations under this Agreement.
4.9 Pricing errors in the computation of the Funds NAV shall be handled in accordance with Section 7 of the NSCC Agreement.
ARTICLE V. Fees and Expenses
5.1. Except as otherwise provided under this Agreement, the Trust and the Distributor shall pay no fee or other compensation to the Insurance Parties under this Agreement, and the Insurance Parties shall pay no fee or other compensation to the Fund or the Distributor, except as made a part of this Agreement as it may be amended from time to time with the mutual consent of the parties hereto. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party, unless otherwise specified in this Agreement.
5.2. All expenses incident to performance by the Fund and the Distributor under this Agreement shall be paid by the appropriate Party, as further provided in Schedule C. The Fund shall ensure that all shares of the Designated Portfolio(s) are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent required, in accordance with applicable state laws prior to their sale.
5.3. The Parties shall bear the expenses of routine annual distribution (mailing costs) of the Funds prospectus and distribution (mailing costs) of the Funds proxy materials and reports to owners of Contracts offered by the Insurance Parties, which may be required by law, in accordance with Schedule C.
5.4 The Fund, the Distributor and the Adviser acknowledge that a principal feature of the Contracts is the Contract Owners ability to choose from a number of unaffiliated mutual funds (and portfolios or series thereof), including the Designated Portfolio(s) and the Unaffiliated Funds, and to transfer the Contracts cash value between funds and portfolios. The Fund and the Adviser agree to cooperate with the Insurance Parties in facilitating the operation of the Accounts and the Contracts as described in the prospectus for the Contracts, including but not limited to cooperation in facilitating transfers between Unaffiliated Funds.
ARTICLE VI. Diversification and Qualification
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6.1. The Fund and the Distributor represent and warrant that the Fund and each Designated Portfolio thereof 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 the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VII by the Fund, it will take all reasonable steps (a) to notify the Insurance Companies of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation §1.817-5.
6.2. The Fund and the Distributor represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.3. The Fund and the Distributor will notify the Insurance Parties promptly upon having a reasonable basis for believing that the Fund or any Designated Portfolio has ceased to comply with the aforesaid Subchapter M qualification requirements or might not so comply in the future.
6.4. The Fund at the Funds expense shall provide the Insurance Parties or their designees with reports certifying compliance with the aforesaid Subchapter M qualification requirements, at the times provided for; provided, however, that providing such reporting does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance.
ARTICLE VII. Indemnification
7.1. Indemnification by the Insurance Parties
(a) Each Insurance Party (solely with respect to their respective Account) agrees to indemnify and hold harmless the Fund and the Distributor and each of their respective officers and directors or trustees and each person, if any, who controls the Fund or Distributor within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of such Insurance Party) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Insurance Parties by or on behalf of the Fund for use in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
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(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in sales literature or other promotional material of the Fund not supplied by the Insurance Parties or persons under their control) or wrongful conduct of the Insurance Parties or persons under their control, with respect to the sale or distribution of the Contracts or Fund Shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Insurance Parties; or |
(iv) | arise as a result of any failure by the Insurance Parties to provide the services and furnish the materials under the terms of this Agreement; or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Insurance Parties in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Parties, |
as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) of this Agreement.
(b) Each Insurance Party shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this. Agreement to any of the Indemnified Parties.
(c) Each Insurance Party shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified such Insurance Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify such Insurance Party of any such claim shall not relieve such Insurance Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that such Insurance Party has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, such Insurance Party shall be entitled to participate, at its own expense, in the defense of such action. Such Insurance Party also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Insurance Party to such Party of the Insurance Partys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and such Insurance Party will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Indemnified Parties will promptly notify the affected Insurance Party(ies) of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.
7.2. Indemnification by the Fund
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(a) The Fund agrees to indemnify and hold harmless the Insurance Parties and their directors and officers and each person, if any, who controls an Insurance Party within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.3) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and:
(i) | arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(ii) | arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; |
as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c).
(b) The Fund shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement to any of the Indemnified Parties.
(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Fund has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund shall also be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Fund to such Party of the Funds election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) Each Insurance Party agrees to promptly notify the Fund of the commencement of any litigation or proceeding against itself or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, the operation of the Accounts, or the sale or acquisition of shares of the Fund.
7.3. Indemnification by the Distributor
(a) The Distributor agrees to indemnify and hold harmless the Insurance Parties and their directors and officers and each person, if any, who controls an Insurance Party within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.4) against any and
Page 9 of 22
all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or Fund by or on behalf of the Insurance Parties for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Fund or the Distributor or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Insurance Party for inclusion therein by or on behalf of the Distributor or Fund; or |
(iv) | arise as a result of any failure by the Fund or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or Distributor, as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI. |
(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement to any of the Indemnified Parties.
(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified the Distributor in writing
Page 10 of 22
within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Distributor to such Party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) Each Insurance Party agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Accounts.
ARTICLE VIII. Applicable Law
8.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware.
8.2. This Agreement is subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms of this Agreement will be interpreted and construed in accordance therewith.
ARTICLE IX. Termination
9.1. This Agreement will terminate:
(a) at the option of any Party, with or without cause, with respect to some or all Portfolios, upon one-hundred and twenty (120) days advance written notice delivered to the other Parties; provided, however, that such notice shall not be given earlier than one-hundred and twenty (120) days following the Effective Date of this Agreement; or
(b) at the option of an Insurance Party by written notice to the other Parties with respect to any Portfolio based upon such Insurance Partys determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund and Distributor. Prompt advance written notice of election to terminate shall be furnished by the Insurance Party, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of Fund shares to reasonably meet the requirements of the Contracts, as agreed upon by an Insurance Party, within said ten-day period; or
(c) at the option of an Insurance Party by written notice to the other Parties with respect to any Portfolio in the event any of the Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by such Insurance Party; provided, however, that termination by
Page 11 of 22
only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund and Distributor; or
(d) at the option of the Fund or Distributor in the event that formal administrative proceedings are instituted against any Insurance Party by the FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding such Insurance Partys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund or Distributor, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of such Insurance Party to perform its obligations under this Agreement. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice; or
(e) at the option of an Insurance Party in the event that formal administrative proceedings are instituted against the Fund or the Distributor by the FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if such Insurance Party reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund and Distributor. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice; or
(f) at the option of either the Fund or the Distributor, if (i) the Fund or the Distributor, respectively, determines, in its sole judgment reasonably exercised in good faith, that an Insurance Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on such Insurance Partys ability to perform its obligations under this Agreement, (ii) the Fund or the Distributor notifies such Insurance Party of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by such Insurance Party and any other changes in circumstances since the giving of such a notice, the determination of the Fund or the Distributor continues to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day will be the effective date of termination; provided, however, that termination under this subsection (f) with respect to only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund and Distributor; or
(g) at the option of an Insurance Party, if (i) such Insurance Party determines, in its sole judgment reasonably exercised in good faith, that the Fund or the Distributor has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Funds or Distributors ability to perform its obligations under this Agreement, (ii) such Insurance Party notifies the Fund or Distributor, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Fund or Distributor and any other changes in circumstances since the giving of such a notice, the determination of such Insurance Party continues to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day will be the effective date of termination; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund and Distributor; or
(h) at the option of any non-defaulting Party in the event of a material breach of this Agreement by any Party (the Defaulting Party) other than as described in 9.1(a)-(g); provided, that the non-defaulting Party gives written notice thereof to the Defaulting Party, with copies of such notice to all other non-defaulting Parties, and if such breach has not been remedied within (30) days after such written notice is given, then the non-defaulting Party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the Defaulting Party.
Page 12 of 22
9.2. Notice Requirement. No termination of this Agreement will be effective unless the Party terminating this Agreement gives prior written notice to all other Parties of its intent to terminate, which notice must set forth the basis for the termination. Furthermore:
(a) in the event any termination is based upon the provisions of Section 9.1(a), 9.1(f), 9.1(g) or 9.1(h) of this Agreement, the prior written notice must be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the Parties;
(b) in the event any termination is based upon the provisions of Section 9.1(d) or 9.1(e) of this Agreement, the prior written notice must be given at least thirty (30) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 9.1(c), the prior written notice must be given in advance of the effective date of termination, which date will be determined by the Party sending the notice.
9.3. Effect of Termination. Notwithstanding any termination of this Agreement, the Fund and the Distributor shall, at the option of the Insurance Parties, continue to make available additional shares of the Designated Portfolio(s) pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts.
9.4. Surviving Provisions. Notwithstanding any termination of this Agreement, each Partys obligations under Article VII, Section 11.1, and Section 11.5 will survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement will also survive and not be affected by any termination of this Agreement.
ARTICLE X. Notices
Any notice will be sufficiently given when sent by registered or certified mail to the other Party at the address of such Party set forth below or at such other address as such Party may from time to time specify in writing to the other Parties.
If to GWL&A:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Chief Legal Counsel, Financial Services
If to GWL&ANY:
Great-West Life & Annuity Insurance Company of New York
c/o Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Page 13 of 22
Attn: Chief Legal Counsel, Financial Services
If to the Fund: |
c/o Eaton Vance Distributors, Inc. Two International Place Boston, MA 02100: |
|||
Attention: Chief Legal Officer |
||||
If to the Distributor: |
||||
Eaton Vance Distributors, Inc. Two International Place Boston, MA 02110 |
||||
Attention: Chief Legal Officer |
ARTICLE XI. Miscellaneous
11.1. Subject to the requirements of legal process and regulatory authority, each Party shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other Party and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected Party until such time as such information may come into the public domain. Without limiting the foregoing, no Party shall disclose any information that another Party has designated as proprietary.
11.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
11.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together constitutes one and the same instrument. Any signature that is delivered by facsimile transmission or by email delivery of a pdf format data file will create a valid and binding obligation of the Party executing with the same force and effect as if such facsimile or pdf signature were an original thereof.
11.4. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
11.5. Each Party shall cooperate with each other Party and all appropriate governmental authorities (including without limitation the SEC, the FINRA and state insurance regulators) and shall permit such other Party and authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each Party further agrees to furnish the Colorado and/or New York Insurance Commissioner(s) with any information or reports in connection with services provided under this Agreement which such Commissioner may reasonably request in order to ascertain whether the variable annuity
Page 14 of 22
operations of GWL&A and/or GWL&ANY are being conducted in a manner consistent with the applicable states applicable laws or regulations.
11.6. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the Parties are entitled to under state and federal laws.
11.7 This Agreement may not be amended except by a writing signed by each of the Parties. The terms or provisions of this Agreement may be waived only by a writing signed by the Party waiving compliance. No waiver by any Party of any term or provision of this Agreement will be deemed to be a continuing waiver, or deemed to be a waiver of any other term or provision of this Agreement.
11.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any Party without the prior written consent of all Parties.
11.9. Each Insurance Party is hereby expressly put on notice of the limitation of liability as set forth in the Declarations of Trust of the Fund and agree that the obligations assumed by the Fund and the Distributor pursuant to this Agreement are limited in any case to the Fund and its respective assets and the Insurance Parties shall not seek satisfaction of any such obligation from the shareholders of the Fund, trustees, officers, employees or agents of the Fund, and neither shareholders of the Fund, trustees, officers, employees or agents of the Fund assume any personal liability in connection with its business or for obligations entered into on its behalf. It is also understood that each of the Funds shall be deemed to be entering into a separate Agreement with the Insurance Parties so that it is as if each of the Funds had signed a separate Agreement with the Insurance Parties and that a single document is being signed simply to facilitate the execution and administration of the Agreement.
11.10. The Fund and the Distributor agree that the obligations assumed by each Insurance Party pursuant to this Agreement are limited in any case to the applicable Insurance Party and its assets and neither the Fund nor Distributor shall seek satisfaction of any such obligation from the shareholders of any of the Insurance Parties, the directors, officers, employees or agents of any of the Insurance Parties, or any of them, except to the extent permitted under this Agreement.
11.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Distributor and the Fund.
11.12. None of the Parties shall be liable to the other for any and all losses, damages, costs, charges, counsel fees, payments, expenses or liability due to any failure, delay or interruption in performing its obligations under this Agreement, and without the fault or negligence of such Party, due to causes or conditions beyond its control including, without limitation, labor disputes, strikes (whether legal or illegal), lock outs (whether legal or illegal), civil commotion, riots, war and war-like operations including acts of terrorism, embargoes, epidemics, invasion, rebellion, hostilities, insurrections, explosions, floods, unusually severe weather conditions, earthquakes, military power, sabotage, governmental regulations or controls, failure of power, fire or other casualty, accidents, national or local emergencies, boycotts, picketing, slow-downs, work stoppages, acts of God or natural disasters, provided that such failure or delay was not capable of mitigation pursuant to a prudent business continuity, disaster recovery or similar program.
11.13. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all other prior agreements, arrangements, and understandings, whether written or oral, between the Parties.
11.14 The Insurance Parties may hire or make arrangements for subcontractors, agents or affiliates to perform the services set forth in this Agreement. The Insurance Parties shall provide the Fund with written
Page 15 of 22
notice of the names of any subcontractors, agents or affiliates the Insurance Parties hires or arranges to perform such services, and any specific operational requirements that arise as a result of such arrangement. The Insurance Parties agree that it is and will be responsible for the acts and omissions of its subcontractors, affiliates, and agents and that the indemnification provided by the Insurance Parties in Section 7.1 of this Agreement shall be deemed to cover the acts and omissions of such subcontractors, affiliates, and agents to the same extent as if they were the acts or omissions of the Insurance Parties.
ARTICLE XII. Potential Conflicts
12.1 The parties acknowledge that the Fund has received the Mixed and Shared Funding Exemptive Order which requires the Fund and each participating insurance company and plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement.
12.2 The Trusts Board will monitor each Fund for the existence of any material irreconcilable conflict between and among the interests of the Contract Owners of all participating insurance companies and of plan participants and plans investing in the Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the Funds are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance Contract Owners; (f) a decision by a participating insurance company to disregard the voting instructions of Contract Owners and (g) if applicable, a decision by a plan to disregard the voting instructions of plan participants. The Board shall have sole authority to determine whether an irreconcilable material conflict exists and its determination shall be binding upon Insurance Parties.
12.3 The Insurance Parties will report promptly any potential or existing conflicts to the Board. The Insurance Parties will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues. The responsibility includes, but is not limited to, an obligation by the Insurance Parties to inform the Board whenever it has determined to disregard Contract Owners voting instructions.
12.4 If a majority of the Board, or a majority of its disinterested Board members, determines that a material irreconcilable conflict exists with regard to Contract Owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all participating insurance companies and plans. If the Board determines that the Insurance Parties are a relevant participating insurance company or plan with respect to said conflict, the Insurance Parties shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Accounts from the Fund and reinvesting those assets in a different investment medium, which may include another Fund of the Trust, or another investment company; (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Contract Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance Contract Owners of one or more participating insurance companies) that votes in favor of such segregation, or offering to the affected Contract Owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account and obtaining any necessary approvals or orders of
Page 16 of 22
the SEC in connection therewith. If a material irreconcilable conflict arises because of the Insurance Parties decision to disregard Contract Owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Insurance Parties may be required, at the election of the Trust to withdraw the Accounts investment in the Fund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Contract Owners. For the purposes of this Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict but in no event will the Fund(s) or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Contract. Further, the Insurance Parties shall not be required by this Article to establish a new funding medium for any Contracts if any offer to do so has been declined by a vote of a majority of Contract Owners materially and adversely affected by the irreconcilable material conflict.
12.5 The Boards determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Insurance Parties.
12.6 No less than annually, the Insurance Parties shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.
12.7 If and to the extent that the SEC promulgates new rules or regulations with respect to mixed or shared funding on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the participating insurance companies as appropriate, shall take such steps as may be necessary to comply with such rules and regulations, as adopted, to the extent such rules are applicable; and (b) this Article XII shall be deemed to incorporate such new terms and conditions, and any term or condition of this Article XII that is inconsistent therewith, shall be deemed to be succeeded thereby.
12.8 The Insurance Parties acknowledges each has been advised by the Trust that it may be appropriate for the Insurance Parties to disclose the potential risks of mixed and shared funding in prospectuses or other applicable disclosure documents.
(The remainder of this page intentionally left blank; signature page to follow)
Page 17 of 22
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its duly authorized representative, to be effective as of the Effective Date.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: | /s/ Susan Gile |
Name: | Susan Gile | |||
Title: | VP - Individual Markets |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |||
Title: | Senior Vice President |
EATON VANCE VARIABLE TRUST | ||||
By: | /s/ James F. Kirchner |
Name: | James F. Kirchner | |||
Title: | Treasurer |
EATON VANCE DISTRIBUTORS, INC. | ||||
By: | /s/ Sean P. Kelly |
Name: | Sean P. Kelly, CFA |
Title: SVP and Managing Director Sub-Advisory and DCIO Services
(Schedule A to follow)
Page 18 of 22
SCHEDULE A
DESIGNATED PORTFOLIOS
Any and all Funds of the Trust available to new investors on or after the effective date of this Agreement which, pursuant to the terms of the Funds registration statements, are eligible to serve as underlying funds to the Separate Accounts listed in Schedule B.
(Schedule B to follow)
Page 19 of 22
SCHEDULE B
SEPARATE ACCOUNTS
GWL&A Accounts
FutureFunds Series Account
FutureFunds II Series Account
Retirement Plan Series Account
Trillium Variable Annuity Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
COLI VUL-2 Series Account
COLI VUL-4 Series Account
COLI VUL-7 Series Account
COLI VUL-14 Series Account
DB-1 Series Account
Variable Annuity-8 Series Account
Variable Annuity-9 Series Account
GWL&ANY Accounts
FutureFunds II Series Account
COLI VUL-1 Series Account
COLI VUL-2 Series Account
DB-1 Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
Variable Annuity-8 Series Account
Variable Annuity-9 Series Account
(Schedule C to follow)
Page 20 of 22
SCHEDULE C
EXPENSES
The Fund and/or Adviser, and the Insurance Parties (GWL&A in this Schedule C) will coordinate the functions and pay the costs of completing these functions based upon an allocation of costs in the tables below.
Item | Function | Party Responsible for Coordination |
Party Responsible for Expense | |||
Mutual Fund Prospectus | Printing of combined prospectuses, or compiling of electronic prospectus, if needed in the future | GWL&A | Fund or Distributor, as applicable | |||
Fund or Adviser shall supply GWL&A with such numbers of the Designated Portfolio(s) prospectus(es) as GWL&A reasonably requests | GWL&A | Fund or Distributor, as applicable | ||||
Distribution to New and Inforce Clients | GWL&A | GWL&A | ||||
Distribution to Prospective Clients | GWL&A | GWL&A | ||||
Mutual Fund Prospectus Update & Distribution | If Required by Fund or Adviser | GWL&A (electronic copies to be timely provided by Fund or Distributor) |
Fund or Distributor | |||
If Required by GWL&A | GWL&A | GWL&A | ||||
Mutual Fund SAI | Printing | GWL&A (electronic copies to be timely provided by Fund or Distributor) |
Fund or Distributor | |||
Distribution | GWL&A | GWL&A | ||||
Proxy Material for Mutual Fund: | Printing if proxy required by Law | Fund or Distributor | Fund or Distributor | |||
Distribution to Contract Owners (including labor, if required) if proxy required by Law | GWL&A | Fund or Distributor | ||||
Printing & distribution if required by GWL&A | GWL&A | GWL&A | ||||
Mutual Fund Annual & Semi-Annual Report | Printing of combined reports | GWL&A | Fund or Distributor | |||
Distribution | GWL&A | GWL&A | ||||
Other communication to New and Prospective clients | If Required by the Fund or Adviser | GWL&A | Fund or Distributor |
Page 21 of 22
If Required by GWL&A | GWL&A | GWL&A | ||||
Other communication to Inforce Clients | Distribution (including labor and printing) if required by the Fund or Adviser | GWL&A | Fund or Distributor | |||
Distribution (including labor and printing) if required by GWL&A | GWL&A | GWL&A | ||||
Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the fund pursuant to any Rule 12b-l plan
|
Fund or Distributor | Fund or Distributor |
Page 22 of 22
THIRD AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT is effective this 1st day of October, 2009, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Company), FIDELITY DISTRIBUTORS CORPORATION (the Underwriter), and VARIABLE INSURANCE PRODUCTS I, VARIABLE INSURANCE PRODUCTS II, VARIABLE INSURANCE PRODUCTS III, VARIABLE INSURANCE PRODUCTS IV and VARIABLE INSURANCE PRODUCTS FUND V (the Funds), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, the Company, the Underwriter and the Funds are parties to the Amended and Restated Participation Agreement dated October 26, 2006, the Amendment and Assignment dated May 16, 2007, and the Second Amendment dated August 29, 2007 (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional separate Accounts to Schedule A of the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
All references to the Account now include the Varifund Variable Annuity Account and the Prestige Variable Life Account. |
2. |
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule A. |
[signature page follows]
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 1st day of October, 2009.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer,
|
By: |
/s/ Susan Gile | ||
Name: |
Susan Gile | |||
Title: |
V.P. Individual Markets | |||
Date: |
9.23.09 |
VARIABLE INSURANCE PRODUCTS I,
VARIABLE INSURANCE PRODUCTS II
VARIABLE INSURANCE PRODUCTS FUND III
VARIABLE INSURANCE PRODUCTS IV and
VARIABLE INSURANCE PRODUCTS FUND V
By its authorized officer,
|
By: |
/s/ Bryan Mehrmann | ||
Name: |
Bryan Mehrmann | |||
Title: |
Deputy Treasurer | |||
Date: |
10/7/09 |
FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,
|
By: |
/s/ Thomas J Corra | ||
Name: |
Thomas J Corra | |||
Title: |
CAO | |||
Date: |
9/30/2009 |
2
SCHEDULE A
Separate Account Name | Contract Form No. | |
COLI VUL-1 Series Account |
J350, PPVUL | |
COLI VUL-2 Series Account |
J355 | |
COLI VUL-3 Series Account |
J350, PPVUL | |
COLI VUL-4 Series Account |
J500 | |
COLI VUL-5 Series Account |
J350, PPVUL | |
COLI VUL-6 Series Account |
J350, PPVUL | |
COLI VUL-7 Series Account |
J350, PPVUL | |
COLI VUL-8 Series Account |
J350, PPVUL | |
COLI VUL-9 Series Account |
J350, PPVUL | |
COLI VUL-10 Series Account |
J350, PPVUL | |
COLI VUL-11 Series Account |
J350, PPVUL | |
COLI VUL-12 Series Account |
J350, PPVUL | |
COLI VUL-13 Series Account |
J350, PPVUL | |
COLI VUL-14 Series Account |
J350, PPVUL | |
COLI VUL-15 Series Account |
J350, PPVUL | |
Varifund Variable Annuity Account |
V30000, VA40000, VPP50000 | |
Prestige Variable Life Account |
CL 1035-99 |
3
FOURTH AMENDMENT TO AMENDED AND RESTATED PARTICIPATION
AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT is effective this 1st day of Sept 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Company), FIDELITY DISTRIBUTORS CORPORATION (the Underwriter), and VARIABLE INSURANCE PRODUCTS I, VARIABLE INSURANCE PRODUCTS II, VARIABLE INSURANCE PRODUCTS III, VARIABLE INSURANCE PRODUCTS IV and VARIABLE INSURANCE PRODUCTS FUND V (the Funds), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, the Company, the Underwriter and the Funds are parties to the Amended and Restated Participation Agreement dated October 26, 2006, the Amendment and Assignment dated May 16, 2007, the Second Amendment dated August 29, 2007 and the Third Amendment dated October 1, 2009 (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add revise Schedule A of the Agreement to reflect the correct contract form numbers for the COLI VUL-14 Series Account.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule A. |
[signature page follows]
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 1st day of September, 2013.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
|
By its authorized officer, | |||
By: |
/s/ Ron Laeyendecker | |||
Name: |
Ron Laeyendecker | |||
Title: |
Senior Vice-President | |||
Date: |
8/5/13 |
VARIABLE INSURANCE PRODUCTS I,
VARIABLE INSURANCE PRODUCTS II
VARIABLE INSURANCE PRODUCTS FUND III
VARIABLE INSURANCE PRODUCTS IV and
VARIABLE INSURANCE PRODUCTS FUND V
By its authorized officer, | ||||
By: |
| |||
|
Name: |
|||
Title: |
||||
Date: |
FIDELITY DISTRIBUTORS CORPORATION
|
By its authorized officer, | |||
By: |
/s/ Robert Bachman | |||
Name: |
Robert Bachman | |||
Title: |
EVP | |||
Date: |
08/19/13 |
2
SCHEDULE A
Separate Account Name | Contract Form No. | |
COLI VUL-1 Series Account |
J350, PPVUL | |
COLI VUL-2 Series Account |
J355 | |
COLI VUL-3 Series Account |
J350, PPVUL | |
COLI VUL-4 Series Account |
J500 | |
COLI VUL-5 Series Account |
J350, PPVUL | |
COLI VUL-6 Series Account |
J350, PPVUL | |
COLI VUL-7 Series Account |
J350, PPVUL | |
COLI VUL-8 Series Account |
J350, PPVUL | |
COLI VUL-9 Series Account |
J350, PPVUL | |
COLI VUL-10 Series Account |
J350, PPVUL | |
COLI VUL-11 Series Account |
J350, PPVUL | |
COLI VUL-12 Series Account |
J350, PPVUL | |
COLI VUL-13 Series Account |
J350, PPVUL | |
COLI VUL-14 Series Account |
ICC13-J600, J600 | |
COLI VUL-15 Series Account |
J350, PPVUL | |
Varifund Variable Annuity Account |
V30000, VA40000, VPP50000 | |
Prestige Variable Life Account |
CL 1035-99 |
3
FIFTH AMENDMENT TO AMENDED AND RESTATED PARTICIPATION
AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENT is effective this 28th day of April, 2017, by and among Great-West Life & Annuity Insurance Company (Company), Fidelity Distributors Corporation (the Underwriter), and Variable Insurance Products I, Variable Insurance Products II, Variable Insurance Products III, Variable Insurance Products IV and Variable Insurance Products Fund V (the Funds), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (as defined below).
RECITALS
WHEREAS, the Company, the Underwriter and the Funds are parties to the Amended and Restated Participation Agreement dated October 26, 2006, the Amendment and Assignment dated May 16, 2007, the Second Amendment dated August 29, 2007, the Third Amendment dated October 1, 2009, and the Fourth Amendment dated September 1, 2013 (the Agreement); and
WHEREAS, the Parties to the Agreement desire to revise Schedule A of the Agreement to reflect the current contract forms covered by the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule A.
All other terms, covenants and conditions of the Agreement remain in full force and effect.
Signature page to Follow
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 28th day of April, 2017.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By: |
/s/ William S Harmon | |
Name: |
William S Harmon | |
Title: |
Senior Vice President |
VARIABLE INSURANCE PRODUCTS I,
VARIABLE INSURANCE PRODUCTS II
VARIABLE INSURANCE PRODUCTS FUND III
VARIABLE INSURANCE PRODUCTS IV and
VARIABLE INSURANCE PRODUCTS FUND V
By: |
/s/ Colm Hogan | |
Name: |
Colm Hogan | |
Title: |
VP Deputy Treasurer | |
FIDELITY DISTRIBUTORS CORPORATION | ||
By: |
/s/ Robert Bachman | |
Name: |
Robert Bachman | |
Title: |
EVP |
2
SCHEDULE A
Separate Account Name | Contract Form No. | |
COLI VUL-1 Series Account |
J350, PPVUL | |
COLI VUL-2 Series Account |
J500 | |
COLI VUL-3 Series Account |
J350, PPVUL | |
COLI VUL-4 Series Account |
J500 | |
COLI VUL-5 Series Account |
J350, PPVUL | |
COLI VUL-6 Series Account |
J350, PPVUL | |
COLI VUL-7 Series Account |
J350, PPVUL | |
COLI VUL-8 Series Account |
J350, PPVUL | |
COLI VUL-9 Series Account |
J350, PPVUL | |
COLI VUL-10 Series Account |
J350, PPVUL | |
COLI VUL-11 Series Account |
J350, PPVUL | |
COLI VUL-12 Series Account |
J350, PPVUL | |
COLI VUL-13 Series Account |
J350, PPVUL | |
COLI VUL-14 Series Account |
ICC13-J600, J600 | |
COLI VUL-15 Series Account |
J350, PPVUL | |
Varifund Variable Annuity Account |
V30000, VA40000, VPP50000 | |
Prestige Variable Life Account |
CL 1035-99 | |
Variable Annuity-1 Series Account |
J444; ICC14-J465; ICC14-J466 | |
Variable Annuity-2 Series Account |
ICC11-J555; ICC13-J777; ICC15-J888; | |
ICC16-J100 |
3
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT, made and entered into this 22 day of July, 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, collectively the Parties.
WHEREAS, the Company, the Trust and the Distributor are parties to a Participation Agreement dated April 19, 2013 (the Agreement); and
WHEREAS, the Parties desire to add several separate Accounts; and
WHEREAS, the Parties desire and agree to amend the Agreement by adding Schedule 3 to the Agreement as provided in the attachment hereto.
NOW, THEREFORE, in consideration of their mutual promises, the Trust, the Distributor and the Company agree as follows:
1. All references to Schedule 3 Accounts now refer to those Accounts listed on Schedule 3A.
2. All references to Schedule 3 Contracts now refer to those Contracts listed on Schedule 3B.
3. Section 2.3(a) of the Agreement is deleted in its entirety and replaced with the following:
(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 Contracts to the extent such Owners make such requests indirectly through their purchase and redemption requests for units of the . As a limited agent for the Trust, receipt of requests for the purchase and redemption of units of the Accounts on any Business Day by the Company prior to the Trusts 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 Accounts for the purchase and redemption of Trust Shares necessary to facilitate such purchase and redemption of units of such Accounts. This limited agency only extends to requests by the 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.
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: 7/22/13 | By: | /s/ Greg Wilson | ||||||
Name: Greg Wilson | ||||||||
Title: Managing Director | ||||||||
GOLDMAN, SACHS & CO. | ||||||||
(Distributor) | ||||||||
Date: 7/22/13 | By: | /s/ Greg Wilson | ||||||
Name: Greg Wilson | ||||||||
Title: Managing Director | ||||||||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | ||||||||
(Company) | ||||||||
Date: 8/5/13 | By: | /s/ Ron Laeyendecker | ||||||
Name: Ron Laeyendecker | ||||||||
Title: Senior Vice-President | ||||||||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK | ||||||||
(Company) | ||||||||
Date: 8.5.13 | By: | /s/ Susan Gile | ||||||
Name: Susan Gile | ||||||||
Title: V. P., Individual Markets |
2
SCHEDULE 3
Schedule 3A
Separate Accounts of the Company Excluded From the Definition of an Investment
Company as Provided for by Section 3(c)(1) or 3(c)(7) 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 | ||||
| ||||||
COLI VUL 7 Series Account of GWLA |
11/23/1999 |
Variable Life Insurance | ||||
COLI VUL 1 Series Account of GWLA NY |
2/14/2006 | Variable Life Insurance | ||||
COLI VUL 14 Series Account of GWLA |
1/30/2001 | Variable Life Insurance |
Schedule 3B
Variable Annuity Contracts and Variable Life Insurance Contracts Not Registered Under
the Securities Act of 1933 in Reliance Upon Section 4(2) of the Act and Regulation D
Thereunder
The following Contracts are subject to the Agreement:
Name of Contract |
Available Funds/Share Classes |
Group or Individual | Type of Product Supported by Account | |||
PPVUL | All Series of Goldman Sachs Variable Insurance Trust (Service and Institutional Shares) |
Individual | Variable Life Insurance | |||
PPVULrev2 - NY | All Series of Goldman Sachs Variable Insurance Trust (Service and Institutional Shares) |
Individual | Variable Life Insurance | |||
ICC13-J600/J600 | All Series of Goldman Sachs Variable Insurance Trust (Service and Institutional Shares) |
Individual | Variable Life Insurance |
3
AGREEMENT
AGREEMENT effective as of November 1, 1999, by and between the Great-West Life & Annuity Insurance Company (the Insurance Company), a Colorado corporation, on its behalf and on behalf of the separate accounts listed on Schedule A attached hereto (the Accounts), and Maxim Series Fund, Inc. (the Fund).
WITNESSETH:
WHEREAS, the Accounts are separate accounts registered under the Investment Company Act of 1940 (the 1940 Act) and established and maintained by the Insurance Company pursuant to the laws of the State of Colorado for variable life contracts issued by the Insurance Company;
WHEREAS, the Insurance Company has certain registered variable life contracts supported wholly or partially by the Accounts (the Contracts);
WHEREAS, the Fund is registered as an open-end management company organized as a series fund under the 1940 Act;
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Insurance Company intends to purchase shares in the portfolios of the Fund and, in its discretion, in any other portfolios that may be established, on behalf of the Accounts to fund variable life contracts;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Insurance Company and the Fund hereby agree as follows:
1. The Fund represents and warrants that its shares sold pursuant to this Agreement shall be registered under the Securities Act of 1933 (the 1933 Act), duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the Securities Exchange Act of 1934 (the 1934 Act), and the 1940 Act and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2. The Fund agrees that it will sell to the Accounts those shares of the Fund which the Accounts order, executing such orders on a daily basis at the net asset value next computed after receipt of the order for the shares of the Fund.
3. The Fund agrees that it will redeem for cash, on the Accounts request, any full or fractional shares of the Fund held by the Account, executing such requests on a daily basis at the net asset value next computed after receipt of the request for redemption of shares of the Fund.
4. All purchases and redemptions of shares of the Fund by the Insurance Company for the Account shall be at net asset value and no commission, dealer spread or other fee shall be payable to the Fund or any broker/dealer.
5. A purchase of Fund shares shall be settled within 7 days after the transaction is effected.
6. A redemption of Fund shares shall be settled within 7 days after the transaction is effected.
7. The Fund shall provide the Insurance Company with copies of the Funds prospectus(es), statement of additional information (the SAI), proxy material, reports to stockholders and other
1
communications to stockholders for its portfolio(s) as the Insurance Company may require to permit timely distribution thereof to Contract owners, if required by law.
8. The Fund represents and warrants that the Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), and that each of its portfolios will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect. The Fund further represents and warrants that each portfolio thereof currently complies with the diversification requirements pursuant to Section 817(h) of the Code and Section 1.817-5(b) of the Federal Tax Regulations, if required, and that such portfolios will make every effort to maintain compliance with such diversification requirements, unless they are otherwise exempt from Section 817(h) and/or except as otherwise disclosed in each portfolios prospectus. The Fund will notify the Insurance Company promptly upon having a reasonable basis for believing that the portfolios have ceased to so qualify, or that they might not so qualify in the future.
9. The Insurance Company shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, except with the permission of the Fund.
10. The Fund shall not give any information or make any representation on behalf of the Insurance Company or concerning the Insurance Company, the Accounts or the Contracts other than the information or representations contained in such Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Insurance Company or its designee, except with the permission of the Insurance Company.
11. This Agreement shall remain in effect until terminated by the mutual written consent of the parties hereto.
12. This Agreement shall be subject to the provisions of the 1940 Act, the 1933 Act and the 1934 Act and the rules and regulations, and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant, and the terms hereof shall be interpreted and construed in accordance therewith.
13. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as follows.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
By: |
Robert K. Shaw |
Attest: |
|
2
MAXIM SERIES FUND INC. |
By: |
Attest: |
|
3
SCHEDULE A
Accounts
COLI VUL 2 Series Account
4
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 23rd day of March, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A) and Maxim Series Fund (the Fund), collectively the Parties, and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, the Fund, and the Adviser are parties to a Fund Participation Agreement dated November 1, 1999, and amended November 1, 2007, (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add the following additional separate Accounts: COLI VUL Series Account 1 (First GWL&A) and COLI VUL Series Account 7 (GWL&A); and
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | All references to the Account now include the COLI VUL Series Account 7 (GWL&A). |
2. | All references to the First GWL&A Account include the COLI VUL Series Account 1 (First GWL&A). |
3. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
4. | GWL&A and First GWL&A agree that it has registered or will register certain variable life insurance and variable annuity contracts under the Securities Act of 1933 and the Investment Company Act of 1940, unless such contracts are exempt from registration thereunder. |
[Intentionally Left Blank]
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 23rd day of March, 2008.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |
Title: | Senior Vice-President | |
Date: | 11/5/08 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: | /s/ Bob Shaw |
Name: | Bob Shaw | |
Title: | Senior Vice President | |
Date: | 11/5/08 |
MAXIM SERIES FUND
By its authorized officer, | ||
By: | /s/ Mary Maiers |
Name: | Mary Maiers | |
Title: | Treasurer | |
Date: |
2
SCHEDULE A
Accounts
COLI VUL 1 (First GWL&A)
COLI VUL 2 (First GWL&A)
COLI VUL 2 (GWL&A)
COLI VUL 4 (GWL&A)
COLI VUL 4 (First GWL&A)
COLI VUL 7 (GWL&A)
3
AMENDMENT TO AGREEMENT
THIS AMENDMENT TO AGREEMENT (this Amendment) effective this 2nd day of August, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (collectively the Insurance Company), and GREAT-WEST FUNDS, INC., formerly known as MAXIM SERIES FUND, INC. (the Fund). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Insurance Company and the Fund are parties to an Agreement dated November 1, 1999, as amended (the Agreement), which permits the Insurance Company to purchase shares of the series of the Fund on behalf of the Accounts to fund certain variable life contracts; and
WHEREAS, the Insurance Company and the Fund desire to add additional variable life separate accounts of the Insurance Company to the Agreement; and
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Insurance Company and the Fund hereby amend the Agreement as follows:
1. | All references to the Contracts now include both registered variable life and variable annuity contracts supported by the Accounts. |
2. | All references to the Account now include the COLI VUL-10 Series Account, COLI VUL-13 Series Account and the COLI VUL-14 Series Account of Great-West Life & Annuity Insurance Company. |
3. | Schedule A is hereby deleted in its entirety and replaced with Schedule A attached hereto. |
4. | In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. |
5. | This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. |
6. | Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties have executed this Amendment this 2nd day of August, 2013.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/ Ron Laeyendecker
Title: Senior Vice President
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
By: /s/ Susan Gile
Title: V. P., Individual Markets
GREAT-WEST FUNDS, INC.
By: /s/ Mary Maiers
Title: Treasurer
SCHEDULE A
Accounts
COLI VUL-1 (Great-West Life & Annuity Insurance Company of New York (GWLA-NY))
COLI VUL-2 Series Account (GWL&A)
COLI VUL-2 Series Account (GWL&A-NY)
COLI VUL-3 Series Account (GWL&A-NY)
COLI VUL-4 Series Account (GWL&A)
COLI VUL-4 Series Account (GWL&A-NY)
COLI VUL-7 (GWL&A)
COLI VUL-10 (GWL&A)
COLI VUL-13 (GWL&A)
COLI VUL-14 (GWL&A)
Variable Annuity-2 Series Account (GWL&A)
Trillium Variable Annuity Account (GWL&A)
Prestige Variable Life Account (GWL&A)
FUND PARTICIPATION AGREEMENT
Among
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,
MAXIM SERIES FUND, INC.
GW CAPITAL MANAGEMENT, LLC,
and
GWFS EQUITIES, INC.
THIS AGREEMENT (this Agreement) effective this 15th day of December, 2011 by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter GWL&A), a Colorado life insurance company, on its own behalf and on behalf of its separate accounts identified on Schedule A attached hereto and incorporated herein be reference, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter FGWL&A), a New York life insurance company, on its own behalf and on behalf of its separate accounts identified on Schedule A, Maxim Series Fund, Inc., a corporation organized under the laws of Maryland (hereinafter the Fund), GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (hereinafter the Adviser), a limited liability company organized under the laws of Colorado, and GWFS Equities, Inc., a corporation organized under the laws of Delaware (hereinafter the Distributor). GWL&A and FGWL&A are collectively referred to herein as Insurer and the separate accounts identified on Schedule A are collectively referred to herein as the Account.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts (collectively, the Variable Insurance Products) to be offered by insurance companies, including Insurer, which have entered into participation agreements similar to this Agreement (hereinafter Participating Insurance Companies); and
WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a Portfolio and representing the interest in a particular managed portfolio of securities and other assets; and
1
WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (hereinafter the SEC), granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (Qualified Plans) (hereinafter the Mixed and Shared Funding Exemptive Order); and
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 Act (the 1940 Act) and shares of the Portfolio(s) are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (the 1934 Act) and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (FINRA); and
WHEREAS, Insurer has registered certain variable life contracts supported wholly or partially by the Account (the Contracts) to be made available to owners thereof, including any participants or employees of such owners as applicable (Contract Owners); and
WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of Insurer, under the insurance laws of the State of Colorado and New York, as applicable, to set aside and invest assets attributable to the Contracts; and
WHEREAS, Insurer has registered the Account as a unit investment trust under the 1940 Act and has registered the securities deemed to be issued by the Account under the 1933 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, Insurer intends to purchase shares in the Portfolio(s) listed in Schedule A, as such Schedule may be amended from time to time by mutual written agreement (the Designated Portfolio(s)), on behalf of the Account to fund the Contracts, and the Fund is authorized to sell such shares to unit investment trusts such as the Account at net asset value; and
2
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Account also intends to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Account to fund the Contracts; and
WHEREAS, Insurer intends to utilize the Distributor to transmit instructions for the purchase, redemption and transfer of Fund shares on behalf of the Account, and the Distributor, alone, or with the assistance of a recordkeeping affiliate, to perform certain recordkeeping functions associated with the transfer of Fund shares into and out of the Account in order to recognize certain organizational economies; and
NOW, THEREFORE, in consideration of their mutual promises, Insurer, the Fund, the Distributor and the Adviser agree as follows:
ARTICLE I. Sale of Fund Shares
1.1 The Fund agrees that shares of the Designated Portfolios will be sold only to Participating Insurance Companies and their separate accounts and to certain qualified pension and retirement plans. No shares of any Designated Portfolio will be sold to the general public. The Fund will not sell shares of the Designated Portfolio(s) to any other Participating Insurance Company separate account unless an agreement containing provisions substantially similar to Sections 2.4, 2.10, 3.5, 3.6, 5.1, and Article VII of this Agreement is in effect to govern such sales.
1.3. If an adjustment is necessary to correct an error which has caused Contract Owners to receive less than the amount to which they are entitled, the number of shares of the applicable sub-account of such Contract Owners will be adjusted and the amount of any underpayments shall be credited by the Adviser to Insurer for crediting of such amounts to the applicable Contract Owners accounts. Upon notification by the Adviser of any overpayment due to an error, Insurer shall promptly remit to Adviser any overpayment that has not been paid to Contract Owners.
1.4 The Adviser shall promptly reimburse Insurer for any and all costs or expenses which Insurer incurs that are associated with any failure of the Fund to settle trades by the time specified on the Business Day following the Trade Date.
ARTICLE II. Representations and Warranties
2.1. Insurer represents and warrants that the Contracts and the securities deemed to be issued by the Account under the Contracts are or will be registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state
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insurance suitability requirements. Insurer further represents that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado insurance law and New York insurance law, as applicable, and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law.
2.2. The Fund represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2.3. The Fund reserves the right to adopt a plan pursuant to Rule 12b-1 under the 1940 Act and to impose an asset-based or other charge to finance distribution expenses as permitted by applicable law and regulation. In any event, the Fund and Adviser agree to comply with applicable provisions and SEC staff interpretations of the 1940 Act to assure that the investment advisory or management fees paid to the Adviser by the Fund are in accordance with the requirements of the 1940 Act. To the extent that the Fund decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its Board (the Board), a majority of whom are not interested persons of the Fund, formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses.
2.4. The Fund represents and warrants that it will make every effort to ensure that the investment policies, fees and expenses of the Designated Portfolio(s) are and shall at all times remain in compliance with all applicable state insurance and other applicable laws to the extent required to perform this Agreement. The Fund further represents and warrants that it will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with applicable state securities and insurance laws. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by applicable law. Insurer and the Fund will endeavor to mutually cooperate with respect to the implementation of any modifications necessitated by any change in applicable state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a Law Change), and to keep each other informed of any Law Change that becomes known to either party. In the event of a Law Change, the Fund agrees that, except in those circumstances where the Fund has advised Insurer that its Board of Directors has determined that implementation of a particular Law Change is not in the best interest of all of the Funds shareholders with an explanation regarding why such action is lawful, any action required by a Law Change will be taken.
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2.5. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of Maryland and that it does and will comply in all material respects with the 1940 Act.
2.6. The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Colorado and any applicable state and federal securities laws.
2.7. The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.
2.8. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.9. The Fund will provide Insurer with as much advance notice as is reasonably practicable of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated Portfolio(s).
2.10. Insurer represents and warrants, for purposes other than diversification under Section 817 of the Internal Revenue Code of 1986 as amended (the Code), that the Contracts are currently and at the time of issuance will be treated as life insurance contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, Insurer represents and warrants that the Account is a segregated asset account and that interests in the Account are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. Insurer will use every effort to continue to meet such definitional requirements, and it will notify the Fund, the Distributor and the Adviser immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. Insurer represents and warrants that it will not purchase Fund shares with
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assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. It is understood and agreed that, except with respect to information regarding Insurer provided in writing by that party, Insurer is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s). It is also understood and agreed that, except with respect to information regarding the Fund, the Distributor, the Adviser or the Designated Portfolio(s) provided in writing by the Fund, the Distributor or the Adviser, neither the Fund, the Distributor nor Adviser are responsible for the content of the prospectus or SAI for the Contracts.
3.2. If and to the extent required by law Insurer shall:
(i) | solicit voting instructions from Contract Owners; |
(ii) | vote the Designated Portfolio(s) shares held in the Account in accordance with instructions received from Contract Owners: and |
(iii) | vote Designated Portfolio shares held in the Account for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contract Owners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. Insurer reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. |
3.3. Insurer shall be responsible for assuring that each of its separate accounts holding shares of a Designated Portfolio calculates voting privileges as directed by the Fund and agreed to by Insurer and the Fund. The Fund agrees to promptly notify Insurer of any changes of interpretations or amendments of the Mixed and Shared Funding Exemptive Order.
3.4. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
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4.1. Insurer shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that Insurer develops or proposes to use and in which the Fund (or a Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is named in connection with the Contracts, at least ten (10) business days prior to its use. No such material shall be used if the Fund objects to such use within five (5) business days after receipt of such material. Notwithstanding the foregoing, Insurer shall not be required to furnish to the Fund or its designee any sales literature or other promotional material which Insurer receives from the Fund or third party vendors and which is unaltered by Insurer.
4.2. Insurer shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the written permission of the Fund, Distributor or Adviser.
4.3. The Fund or the Adviser shall furnish, or shall cause to be furnished, to Insurer, a copy of each piece of sales literature or other promotional material in which Insurer and/or its separate account(s), is named at least ten (10) business days prior to its use. No such material shall be used if Insurer objects to such use within five (5) business days after receipt of such material.
4.4. The Fund, the Distributor and the Adviser shall not give any information or make any representations on behalf of Insurer or concerning Insurer, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or SAI for the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by Insurer or its desigee, except with the permission of Insurer.
4.5. The Fund will provide to Insurer at least one complete copy of any registration statements, prospectuses, SAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or FINRA or other regulatory authorities.
4.6. Insurer will provide to the Fund at least one complete copy of any registration statements, prospectuses, SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority.
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4.7. For purposes of Articles IV and VIII, the phrase sales literature and other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act or the 1940 Act.
4.8. At the request of any party to this Agreement, each other party will make available to the other partys independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any partys obligations under this Agreement.
ARTICLE V. Fees and Expenses
5.1. Neither the Fund, the Distributor nor the Adviser shall pay any fee or other compensation to Insurer under this Agreement, other than pursuant to Schedule B attached hereto and incorporated by reference herein. In addition, the parties will bear certain expenses in accordance Articles III, V, and other provisions of this Agreement.
5.2. All expenses incident to performance by the Fund, the Distributor and the Adviser under this Agreement shall be paid by the appropriate party. The Fund shall see to it that all shares of the Designated Portfolio(s) are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent required, in accordance with applicable state laws prior to their sale.
5.3. The Fund, the Distributor and the Adviser acknowledge that a principal feature of the Contracts is the Contract Owners ability to choose from a number of unaffiliated mutual funds (and portfolios or series thereof), including the Designated Portfolio(s) and the Unaffiliated Funds, and to transfer the Contracts cash value between funds and portfolios. The Fund, the Distributor and the Adviser agree to cooperate with Insurer in facilitating the operation of the Account and the Contracts as described in the prospectus for the Contracts, including but not limited to cooperation in facilitating transfers between Unaffiliated Funds. The Fund does not allow market timing, short-term trading, or other excessive trading into and out of the Fund. Insurer agrees to cooperate with the Fund, the Adviser, and the Distributor to prevent Contract Owners from market timing the Fund,
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and agrees to comply with the provisions of the Funds registration statement with respect to market timing, short-term trading, or other excessive trading.
ARTICLE VI. Diversification and Qualification
6.1. The Fund, the Distributor and the Adviser represent and warrant that the Fund will at all times sell its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as life insurance contracts under the Code, and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund, Distributor and Adviser represent and warrant that the Fund and each Designated Portfolio thereof will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications or successor provisions to such Section or Regulations. The Fund, the Distributor and the Adviser agree that shares of the Designated Portfolio(s) will be sold only to Participating Insurance Companies and their separate accounts and to qualified pension and retirement plans.
6.2. No shares of any Designated Portfolio of the Fund will be sold to the general public.
6.3. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.4. The Fund, Distributor or Adviser will notify Insurer immediately upon having a reasonable basis for believing that the Fund or any Designated Portfolio has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M qualification requirements or might not so comply in the future.
6.5. Without in any way limiting the effect of Sections 8.2 and 8.3 hereof and without in any way limiting or restricting any other remedies available to Insurer, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Sections 6.1, 6.2, or 6.3 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to Insurer and any federal income taxes or tax penalties and interest thereon (or toll charges or exactments or amounts paid in settlement)
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incurred by Insurer with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure.
6.6. The Fund at the Funds expense shall provide Insurer or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, upon the reasonable request of the Insurer; provided, however, that providing such reports does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance.
6.7. Insurer agrees that if the Internal Revenue Service (IRS) asserts in writing in connection with any governmental audit or review of Insurer or, to Insurers knowledge, or any Contract Owner that any Designated Portfolio has failed to comply with the diversification requirements of Section 817(h) of the Code or Insurer otherwise becomes aware of any facts that could give rise to any claim against the Fund, Distributor or Adviser as a result of such a failure or alleged failure:
(a) Insurer shall promptly notify the Fund, the Distributor and the Adviser of such assertion or potential claim;
(b) Insurer shall consult with the Fund, the Distributor and the Adviser as to how to minimize any liability that may arise as a result of such failure or alleged failure;
(c) Insurer shall use its best efforts to minimize any liability of the Fund, the Distributor and the Adviser resulting from such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-5(a)(2), to the commissioner of the IRS that such failure was inadvertent;
(d) any written materials to be submitted by Insurer to the IRS, any Contract Owner or any other claimant in connection with any of the foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by Insurer to the Fund, the Distributor and the Adviser (together with any supporting information or analysis) within at least two (2) business days prior to submission;
(e) Insurer shall provide the Fund, the Distributor and the Adviser with such cooperation as the Fund, the Distributor and the Adviser shall reasonably request (including, without limitation, by permitting the Fund, the Distributor and the Adviser to review the relevant books and records of Insurer) in order to facilitate review by the Fund, the Distributor and the Adviser of any written submissions provided to it or its assessment of the validity or amount of any claim against it arising from such failure or alleged failure;
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(f) Insurer shall not with respect to any claim of the IRS or any Contract Owner that would give rise to a claim against the Fund, the Distributor and the Adviser (i) compromise or settle any claim, (ii) accept any adjustment on audit, or (iii) forego any allowable administrative or judicial appeals, without the express written consent of the Fund, the Distributor and the Adviser, which shall not be unreasonably withheld; provided that, Insurer shall not be required to appeal any adverse judicial decision unless the Fund and the Adviser shall have provided an opinion of independent counsel to the effect that a reasonable basis exists for taking such appeal; and further provided that the Fund, the Distributor and the Adviser shall bear the costs and expenses, including reasonable attorneys fees, incurred by Insurer in complying with this clause (f).
ARTICLE VII. Potential Conflicts and Compliance With Mixed and Shared Funding Exemptive Order
7.1. The Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Fund. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall promptly inform Insurer if it determines that an irreconcilable material conflict exists and the implications thereof.
7.2. Insurer will report any potential or existing conflicts of which it is aware to the Board. Insurer will assist the Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by Insurer to inform the Board whenever contract owner voting instructions are to be disregarded. Such responsibilities shall be carried out by Insurer with a view only to the interests of its Contract Owners.
7.3. If it is determined by a majority of the Board, or a majority of its directors who are not interested persons of the Fund, the Distributor, the Adviser or any sub-adviser to any of the Designated Portfolios (the Independent Directors), that a material irreconcilable conflict exists, Insurer and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the Independent Directors), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any
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Designated Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.
7.4. If a material irreconcilable conflict arises because of a decision by Insurer to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, Insurer may be required, at the Funds election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Adviser, the Distributor and the Fund shall continue to accept and implement orders by Insurer for the purchase (and redemption) of shares of the Fund.
7.5. If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to Insurer conflicts with the majority of other state regulators, then Insurer will withdraw the Accounts investment in the Fund and terminate this Agreement within six months after the Board informs Insurer in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by Insurer for the purchase (and redemption) of shares of the Fund.
7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. Insurer shall not be required by Section 7.3 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then Insurer will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs Insurer in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the
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extent required by any such material irreconcilable conflict as determined by a majority of the Independent Directors.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 3.5, 3.6, 3.7, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1. Indemnification By Insurer
8.1(a). Insurer agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of Insurer) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to Insurer by or on behalf of the Adviser, Distributor or Fund for use in the registration statement or prospectus for the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
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(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund not supplied by Insurer or persons under its control) or wrongful conduct of Insurer or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of Insurer; or |
(iv) | arise as a result of any failure by Insurer to provide the services and furnish the materials under the terms of this Agreement; or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by Insurer in this Agreement or arise out of or result from any other material breach of this Agreement by Insurer, including without limitation Section 2.10 and Section 6.7 hereof, |
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). Insurer shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.1(c). Insurer shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Insurer in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Insurer of any such claim shall not relieve Insurer from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that Insurer has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, Insurer shall be
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entitled to participate, at its own expense, in the defense of such action. Insurer also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from Insurer to such party of Insurers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Insurer will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify Insurer of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.
8.2. Indemnification by the Adviser
8.2(a). The Adviser agrees to indemnify and hold harmless Insurer and its directors and officers and each person, if any, who controls Insurer within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of Insurer for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Adviser |
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or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to Insurer by or on behalf of the Adviser, the Distributor or the Fund; or |
(iv) | arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or |
(vi) | arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; |
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI hereof.
8.2(b). The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.2(c). The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the
16
Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Adviser to such party of the Advisers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.2(d). Insurer agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
8.3. Indemnification by the Distributor
8.3(a). The Distributor agrees to indemnify and hold harmless Insurer and its directors and officers and each person, if any, who controls Insurer within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.3) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or Fund by or on behalf of Insurer for use in the registration statement or SAI or prospectus for the Fund or in sales literature or |
17
other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Fund, the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to Insurer by or on behalf of the Adviser, the Distributor or Fund; or |
(iv) | arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; or |
(vi) | arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; |
as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI hereof.
8.3(b). The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or
18
negligence in the performance or such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
8.3(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.3(d) Insurer agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Colorado, without regard to the Colorado Conflict of Laws provisions.
9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement shall terminate:
19
(a) at the option of any party, with or without cause, with respect to some or all Designated Portfolios, upon six (6) months advance written notice delivered to the other parties; provided, however, that such notice shall not be given earlier than six (6) months following the date of this Agreement; or
(b) at the option of Insurer by written notice to the other parties with respect to any Designated Portfolio based upon Insurers determination that shares of such Designated Portfolio are not reasonably available to meet the requirements of the Contracts; or
(c) at the option of Insurer by written notice to the other parties with respect to any Designated Portfolio in the event any of the Designated Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Insurer; or
(d) at the option of the Fund, Distributor or Adviser in the event that formal administrative proceedings are instituted against Insurer by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding Insurers duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of Insurer to perform its obligations under this Agreement; or
(e) at the option of Insurer in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if Insurer reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement; or
(f) at the option of Insurer by written notice to the Fund with respect to any Portfolio if Insurer reasonably believes that the Portfolio will fail to meet the Section 817(h) diversification requirements or Subchapter M qualifications specified in Article VI hereof; or
(g) at the option of either the Fund, the Distributor or the Adviser, if (i) the Fund, Distributor or Adviser, respectively, shall determine, in its sole judgment reasonably exercised in good faith, that Insurer has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on Insurers ability to perform its obligations under this Agreement, (ii) the Fund, Distributor or Adviser notifies Insurer of that determination and its intent to terminate
20
this Agreement, and (iii) after considering the actions taken by Insurer and any other changes in circumstances since the giving of such a notice, the determination of the Fund, Distributor or Adviser shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or
(h) at the option of either Insurer, if (i) Insurer shall determine, in its sole judgment reasonably exercised in good faith, that the Fund, Distributor or Adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Funds, Distributors or Advisers ability to perform its obligations under this Agreement, (ii) Insurer notifies the Fund, Distributor or Adviser, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Fund, Distributor or Adviser and any other changes in circumstances since the giving of such a notice, the determination of Insurer shall continue to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day shall be the effective date of termination; or
(i) at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any party hereto (the defaulting party) other than as described in 10.1(a)-(j); provided, that the non-defaulting party gives written notice thereof to the defaulting party, with copies of such notice to all other non-defaulting parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the defaulting party.
10.2. Notice Requirement No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,
(a) in the event any termination is based upon the provisions of Article VII, or the provisions of Section 10.1(a), 10.1(g) or 10.1(h) of this Agreement, the prior written notice shall be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the parties;
(b) in the event any termination is based upon the provisions of Section 10.1(d), 10.1(e), 10.1(i) or 10.1(j) of this Agreement, the prior written notice shall be given at least sixty (60) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 10.1(b), 10.1(c) or 10.1(f), the prior written notice shall be given in advance of the effective date of termination, which date shall be determined by the party sending the notice.
10.3. Effect of Termination Notwithstanding any termination of this Agreement, other than as a result of a failure by either the Fund or Insurer to meet Section 817(h) of the Code diversification requirements, the Fund, the Distributor and the Adviser shall, at the option of Insurer, continue to
21
make available additional shares of the Designated Portfolio(s) pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.3 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.
10.4. Surviving Provisions. Notwithstanding any termination of this Agreement, each partys obligations under Article VIII to indemnify other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:
Maxim Series Fund, Inc.
8515 E. Orchard Road
Greenwood Village, CO 80111
Attn: Beverly Byrne, Chief Legal Counsel and Chief Compliance Officer
If to Insurer:
GWL&A:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attention: Robert K. Shaw, Executive Vice President
cc: Beverly Byrne, Chief Compliance Officer, Chief Legal Counsel, Financial Services
FGWL&A:
First Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
22
Attention: Robert K. Shaw, Executive Vice President
cc: Beverly Byrne, Chief Compliance Officer, Chief Legal Counsel, Financial Services
If to the Adviser:
GW Capital Management, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Beverly Byrne, Chief Legal Counsel and Chief Compliance Officer
If to the Distributor:
GWFS Equities, Inc.
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Charles Nelson, President
CC: Beverly Byrne, Chief Legal Counsel and Chief Compliance Officer
ARTICLE XII. Miscellaneous
12.1. The parties hereto acknowledge that any nonpublic personal information (as defined by applicable law or regulation promulgated under Title V of the Gramm-Leach-Bliley Act of 1999 (the Act)) of Contract Owners (and any participants thereof, as applicable) will be disclosed or utilized solely to carry out the terms of this Agreement or pursuant to an exception contained in any applicable law or regulation promulgated under the Act. Further, Fund, Distributor and Adviser agree to maintain and enforce procedures for the safeguarding and protection of such nonpublic personal information at least as rigorous as those required to be used by Insurer under applicable law. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
23
12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the Colorado or New York Insurance Commissioner, as applicable, with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable life operations of Insurer are being conducted in a manner consistent with the applicable Colorado or New York insurance regulations, as applicable, and any other applicable law or regulations.
12.6. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.
12.9. Insurer agrees that the obligations assumed by the Fund, Distributor and the Adviser pursuant to this Agreement shall be limited in any case to the Fund, Distributor and Adviser and their respective assets and Insurer shall not seek satisfaction of any such obligation from the shareholders of the Fund, Distributor or the Adviser, the directors, officers, employees or agents of the Fund, Distributor or Adviser, or any of them.
12.10. The Fund, the Distributor and the Adviser agree that the obligations assumed by Insurer pursuant to this Agreement shall be limited in any case to Insurer and its assets and neither the Fund, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of Insurer, the directors, officers, employees or agents of Insurer, or any of them, except to the extent permitted under this Agreement.
12.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser and the Fund, and the Distributor and the Fund.
12.12. None of the parties hereto shall be liable to the other for any and all losses,
24
damages, costs, charges, counsel fees, payments, expenses or liability due to any failure, delay or interruption in performing its obligations under this Agreement, and without the fault or negligence of such party, due to causes or conditions beyond its control including, without limitation, labor disputes, strikes (whether legal or illegal), lock outs (whether legal or illegal), civil commotion, riots, war and war-like operations including acts of terrorism, embargoes, epidemics, invasion, rebellion, hostilities, insurrections, explosions, floods, unusually severe weather conditions, earthquakes, military power, sabotage, governmental regulations or controls, failure of power, fire or other casualty, accidents, national or local emergencies, boycotts, picketing, slow-downs, work stoppages, acts of God or natural disasters.
[Remainder of page intentionally blank; signature page to follow.]
25
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as specified below.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: |
/s/ Christopher Bergeon | |
Title: |
VP |
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: |
/s/ Christopher Bergeon | |
Title: |
VP |
26
MAXIM SERIES FUND, INC. |
||||||
By its authorized officer, |
||||||
By: |
/s/ Ryan L Logsdon |
|||||
Title: |
AVP, Counsel, & Secretary |
GW CAPITAL MANAGEMENT, LLC |
||||||
By its authorized officer, |
||||||
By: |
/s/ Ryan L Logsdon |
|||||
Title: |
AVP, Counsel, & Secretary |
GWFS EQUITIES, INC. |
||||||
By its authorized officer, |
||||||
By: |
/s/ Teresa L. Luiz |
|||||
Title: |
Compliance Officer |
27
SCHEDULE A
Designated Portfolios
Any and all portfolios of the Fund available and open to new investors on or after the effective date of this Agreement which, pursuant to the terms of the Funds registration statement, are eligible to serve as underlying funds to the Separate Accounts listed below.
Separate Accounts
Great-West Life & Annuity Insurance Company
COLI VUL 2
COLI VUL 4
Pinnacle Series Account
Prestige Variable Life Account
First Great-West Life & Annuity Insurance Company
COLI VUL 2
COLI VUL 4
28
SCHEDULE B
Administrative Service Fee
For the services, Insurer or its affiliate shall receive a fee of 0.35% per annum of the average aggregate monthly net asset value of shares of the Designated Portfolio(s) held in the Account, payable by the Adviser directly to Insurer or its affiliate. Such fee shall be paid in arrears quarterly. Each quarters fee shall be determined based on assets in the Account at the end of each quarter and each quarterly fee will be independent of every other quarterly fee. Such fee shall be due and payable automatically within thirty (30) days after the last day of the quarter to which such payment relates.
The Fund will calculate the asset balance for each day on which the fee is to be paid pursuant to this Agreement with respect to each applicable Designated Portfolio of the Fund. Insurer shall have the right to reasonably audit the preparation of such calculation.
12b-1 Distribution Related Fees
The Adviser, or its designee, agrees to pay Insurer or its affiliate a fee 0.25% per annum of the average aggregate monthly net asset value of Class L shares of the Designated Portfolio(s) held in the Account. Such fee shall be paid in arrears, quarterly. Each quarters fee shall be determined based on assets in the Account at the end of each quarter and each quarterly fee will be independent of every other quarterly fee. Such fee shall be due and payable automatically within 30 (thirty) days after the last day of the quarter to which such payment relates.
The Fund will calculate the asset balance for each day on which the fee is to be paid pursuant to this Amendment with respect to each applicable portfolio of the Fund. Insurer shall have the right to reasonably audit the preparation of such calculation.
29
AMENDMENT TO FUND PARTICIPATION AGREEMENT
(Institutional Shares)
THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 16th day of January, 2013, by and among Janus Aspen Series (the Fund), Janus Capital Management LLC, successor-in-interest to Janus Capital Corporation (the Adviser), and Great-West Life & Annuity Insurance Company (GWL&A) (collectively, the Parties). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Parties entered into to a Fund Participation Agreement dated June 1, 1998, as amended (the Agreement); and
WHEREAS, the Parties desire to add additional GWL&A separate accounts to the Agreement; and
WHEREAS, the Parties to the Agreement desire to amend the Agreement further as set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached hereto. |
2. |
Schedule B is hereby deleted in its entirety and replaced with the Schedule B attached hereto. |
3. |
The following shall be added to the end of Article I: |
1.11 (a) All orders accepted by GWL&A shall be subject to the terms of the then current prospectus of each Portfolio, including without limitation, policies regarding minimum account sizes, market timing and excessive trading. GWL&A shall use its commercially reasonable best efforts, and shall reasonably cooperate with, the Fund to enforce stated prospectus policies regarding transactions in Shares, particularly those related to market timing. GWL&A acknowledges that orders accepted by it in violation of the Funds stated policies may be subsequently revoked or cancelled by the Fund and that the Fund shall not be responsible for any losses incurred by GWL&A or Contract or Account as a result of such cancellation. The Fund or its agent shall notify GWL&A of such cancellation prior to 12:00 p.m. Eastern time on the next following Business Day after any such cancellation.
1
(b) In addition, GWL&A acknowledges that the Fund has the right to refuse any purchase order for any reason, particularly if the Funds determines that a Portfolio would be unable to invest the money effectively in accordance with its investment policies or would otherwise be adversely affected due to the size of the transaction, frequency of trading by the account or other factors.
1.12. GWL&A certifies that it is following all relevant rules and regulations, as well as internal policies and procedures, regarding forward pricing and the handling of mutual fund orders on a timely basis. As evidence of its compliance, GWL&A shall:
(a) upon reasonable notice and during normal business hours, permit the Fund or its agent to audit its operations no more frequently than annually, as well as any books and records preserved in connection with its provision of services under this Agreement;
(b) provide the Fund with the results of a Statement on Auditing Standards No. 70 (SAS 70) review or similar report of independent auditors as soon as practicable following execution of this Agreement; or
(c) upon reasonable request from the Fund, provide annual certification to the Fund or its affiliate that it is following all relevant rules, regulations, and internal policies and procedures regarding forward pricing and the handling of mutual fund orders on a timely basis.
4. |
The following shall be added to the end of Article II: |
2.10 GWL&A is in compliance with all applicable anti-money laundering laws, rules and regulations including, but not limited to, the U.S.A. PATRIOT Act of 2001, P.L. 107-56. GWL&A further represents that it has policies and procedures in place to detect money laundering and terrorist financing, including the reporting of suspicious activity.
2.11 GWL&A is a financial intermediary as defined by Rule 22c-2 of the 1940 Act (the Rule), and has entered into an appropriate agreement with the Fund or one of its affiliates pursuant to the requirements of The Rule.
5. |
Article XI shall be revised as follows: |
If to the Fund:
Janus Aspen Series
151 Detroit Street
Denver, CO 80206
Attn: Chief Legal Counsel
2
If to GWL&A:
Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Greenwood Village, CO, 80111
Attn: Chief Legal Counsel
If to the Adviser:
Janus Capital Management LLC
151 Detroit Street
Denver, CO 80206
Attn: General Counsel
6. |
All other provisions of the Agreement shall remain in full force and effect. |
7. |
The Agreement, as supplemented by this Amendment, is ratified and confirmed. |
8. |
This Amendment may be executed in two or more counterparts which together shall constitute one instrument. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
|
By its authorized officer, |
|
By: |
/s/ Ron Laeyendecker |
|
Name: |
Ron Laeyendecker |
|
Title: |
Senior Vice-President |
|
Date: |
2/6/13 |
|
JANUS ASPEN SERIES |
|
By its authorized officer, |
|
By: |
/s/ Stephanie Grauerholz |
|
Name: |
Stephanie Grauerholz |
|
Title: |
Vice President |
|
Date: |
3
|
JANUS CAPITAL MANAGEMENT LLC |
|
By its authorized officer, |
|
By: |
/s/ Russell P. Shipman |
|
Name: |
Russell P. Shipman |
|
Title: |
Senior Vice President |
|
Date: |
4
SCHEDULE A
Separate Accounts & Associated Contracts
Contract |
Form Number | |
COLI VUL Series Account 2 |
J355 | |
COLI VUL Series Account 4 |
J500 | |
COLI VUL Series Account 7 |
J350, PPVUL | |
FutureFunds Series Account |
||
Maxim Series Account |
SCHEDULE B
List of Portfolios
Name of Portfolio
All Portfolios of Janus Aspen Series open to new investors (as set forth in the current prospectus of Janus Aspen Series) excluding Janus Aspen Protected Series Portfolios.
AMENDMENT TO FUND PARTICIPATION AGREEMENT
This Amendment to the Fund Participation Agreement (Agreement) dated June 1, 1998, as amended, between Janus Aspen Series, an open-end management investment company organized as a Delaware business trust (the Trust), Janus Capital Management LLC, successor-in-interest to Janus Capital Corporation (Advisor), a Delaware limited liability company, and Great West Life & Annuity Insurance Company, a Colorado life insurance company (GWL&A) is made as of this 11th day of September, 2013.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to amend the Agreement as follows:
1. Schedule A of this Agreement shall be deleted and replaced with the attached Schedule A.
2. Schedule B of this Agreement shall be deleted and replaced with the attached Schedule B.
3. The following shall be added to the end of Article II:
2.12 GWL&A represents and warrants that either it or the principal underwriter of any unregistered separate account holding Portfolio shares is a broker or dealer registered under the Securities Exchange Act of 1934 (the 1934 Act) or is controlled (as defined in the 1940 Act) by a broker or dealer registered under the 1934 Act.
2.13 GWL&A will not hold any other investment security (as defined in Section 3 of the 1940 Act) in an unregistered separate account that holds shares of a Portfolio.
2.14 GWL&A will not substitute another security for shares of a Portfolio held in an unregistered separate account unless the Securities and Exchange Commission approves the substitution in the manner provided in Section 26 of the 1940 Act.
4. All other terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the date and year first above written.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | JANUS ASPEN SERIES | |||||||
By: | /s/ Susan Gile |
By: | /s/ Stephanie Grauerholz | |||||
Name: | Susan Gile | Name: | Stephanie Grauerholz | |||||
Title: | VP, Individual Markets | Title: | Vice President | |||||
JANUS CAPITAL MANAGEMENT LLC | ||||||||
By: | /s/ Russell P. Shipman | |||||||
Name: | Russell P. Shipman | |||||||
Title: | Senior Vice President |
Schedule A
Separate Accounts and Associated Contracts
Contract |
Form Number | |
COLI VUL Series Account 2 |
J355 | |
COLI VUL Series Account 4 |
J500 | |
COLI VUL Series Account 7 |
J350, PPVUL | |
COLI VUL Series Account 14 |
ICC13-J600/J600 | |
FutureFunds Series Account |
||
Maxim Series Account |
Schedule B
List of Portfolios
Name of Portfolio
All Portfolios of Janus Aspen Series open to new investors (as set forth in the current prospectus of Janus Aspen Series).
JANUS ASPEN SERIES
FUND PARTICIPATION AGREEMENT
(Institutional and Service Shares)
THIS AGREEMENT (the Agreement) is made this 1st day of December, 2015 (the Effective Date), between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware statutory trust (the Trust), Janus Distributors LLC, a Delaware limited liability company (the Distributor), and Great-West Life & Annuity Insurance Company, a life insurance company organized under the laws of the state of Colorado (GWL&A) and Great-West Life & Annuity Insurance Company of New York, a life insurance company organized under the laws of the state of New York (GWLA&NY) (collectively the Company), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the Accounts) (each a Party and collectively the Parties).
W I T N E S S E T H:
WHEREAS, the Trust has registered with the Securities and Exchange Commission (SEC) as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act), and the beneficial interest in the Trust is divided into several series of shares, each series representing an interest in a particular managed portfolio of securities and other assets (the Portfolios); and
WHEREAS, the Trust has registered the offer and sale of classes of shares designated the Institutional and Service Shares (Shares) of each of its Portfolios under the Securities Act of 1933, as amended (the 1933 Act); and
WHEREAS, the Trust desires to act as an investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts to be offered by insurance companies that have entered into participation agreements with the Trust (the Participating Insurance Companies); and
WHEREAS, the Trust has received an order from the Securities and Exchange Commission granting Participating Insurance Companies and their separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and certain qualified pension and retirement plans (the Exemptive Order); and
WHEREAS, the Company has registered or will register (unless registration is not required under applicable law) certain variable life insurance policies and/or variable annuity contracts under the 1933 Act (the Contracts); and
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WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act (unless registration is not required under applicable law); and
WHEREAS, the Company desires to utilize the Shares of one or more Portfolios as an investment vehicle of the Accounts;
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:
ARTICLE I
Sale of Trust Shares
1.1 The Trust shall make Shares of its Portfolios listed on Schedule B available to the Accounts at the net asset value next computed after receipt of such purchase order by the Trust (or its agent), as established in accordance with the provisions of the then current prospectus of the Trust. Shares of a particular Portfolio of the Trust shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. The Trustees of the Trust (the Trustees) may refuse to sell Shares of any Portfolio to any person, or suspend or terminate the offering of Shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. With respect to payment of purchase price by the Company and of redemption proceeds by the Trust, the Company and the Trust shall remit gross purchase and sale orders with respect to each Portfolio and shall transmit one net payment per Portfolio in accordance with the provisions of this Article I.
1.2 The Trust will redeem any full or fractional Shares of any Portfolio when requested by the Company on behalf of an Account at the net asset value next computed after receipt by the Trust (or its agent) of the request for redemption, as established in accordance with the provisions of the then current prospectus of the Trust. The Trust shall make payment for such Shares in the manner established from time to time by the Trust, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act.
1.3 For the purposes of Sections 1.1 and 1.2, the Trust hereby appoints the Company as its agent for the limited purpose of receiving and accepting purchase and redemption orders resulting from investment in and payments under the Contracts. Receipt by the Company shall constitute receipt by the Trust provided that (i) such orders are received by the Company in good order prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus and (ii) the Trust receives notice of such orders by 9:00 a.m. New York time on the next Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission.
1.4 Purchase orders that are transmitted to the Trust in accordance with Section 1.3
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shall be paid for no later than 12:00 p.m. New York time on the same Business Day that the Trust receives notice of the order. Payments shall be made in federal funds transmitted by wire.
1.5 Issuance and transfer of the Trusts Shares will be by book entry only. Stock certificates will not be issued to the Company or the Account. Shares ordered from the Trust will be recorded in the appropriate title for each Account or the appropriate subaccount of each Account.
1.6 The Trust shall furnish prompt notice to the Company of any income dividends or capital gain distributions payable on the Trusts Shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolios Shares in additional Shares of that Portfolio. The Trust shall notify the Company of the number of Shares so issued as payment of such dividends and distributions.
1.7 The Trust shall make the net asset value per Share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per Share is calculated. If the Trust provides the Company with materially incorrect share net asset value information, the Trust shall make an adjustment to the number of shares purchased or redeemed for the Accounts to reflect the correct net asset value per share. The Trust shall make the determination as to whether an error in net asset value has occurred and is a material error in accordance with its own internal policies, which are consistent with SEC materiality guidelines. Any material error in the calculation or reporting of net asset value per share, dividend or capital gains information shall be reported promptly upon discovery to the Company.
1.8 The Trust agrees that its Shares will be sold only to Participating Insurance Companies and their separate accounts and to certain qualified pension and retirement plans to the extent permitted by the Exemptive Order. No Shares of any Portfolio will be sold directly to the general public. The Company agrees that Trust Shares will be used only for the purposes of funding the Contracts in the Accounts listed in Schedule A, as amended from time to time.
1.9 The Trust agrees that all Participating Insurance Companies shall have the obligations and responsibilities regarding pass-through voting and conflicts of interest corresponding to those contained in Section 2.8 and Article IV of this Agreement.
1.10 (a) All orders accepted by the Company shall be subject to the terms of the then current prospectus of each Portfolio, including without limitation, policies regarding excessive trading. The Company shall use commercially reasonable efforts, and shall reasonably cooperate with, the Trust to enforce stated prospectus policies regarding transactions in Shares, particularly those related to excessive trading and short-term trading. The Company acknowledges that orders accepted by it in violation of the Trusts stated policies may be subsequently revoked or cancelled by the Trust and that the Trust shall not be responsible for any losses incurred by the Company or Contract or Account as a result of such cancellation. The Trust or its agent shall notify the Company of such cancellation prior to 12:00 p.m. New York time on the next Business Day after any such cancellation.
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(b) The Company acknowledges and agrees that all orders for Shares are subject to acceptance or rejection by the Trust in its sole discretion and the Trust may, in its discretion and without notice, suspend or withdraw the sale of Shares of any Fund, including the sale of such Shares to the Company for the account of any Contract owner. In addition, the Company acknowledges that the Trust has the right to refuse any purchase order for any reason, particularly if the Trust determines that a Portfolio would be unable to invest the money effectively in accordance with its investment policies or would otherwise be adversely affected due to the size of the transaction, frequency of trading by the account or other factors.
1.11 The Company certifies that it is following all relevant rules and regulations, as well as internal policies and procedures, regarding forward pricing and the handling of mutual fund orders on a timely basis. As evidence of its compliance, the Company shall:
(a) permit the Trust or its agent to audit its operations, as well as any books and records preserved in connection with its provision of services under this Agreement; or
(b) provide the Trust with the results of a Statement on Standards for Attestation Engagements No. 16 (SSAE-16) review or similar report of independent auditors upon request; or
(c) provide, upon request, certification to the Trust that it is following all relevant rules, regulations, and internal policies and procedures regarding forward pricing and the handling of mutual fund orders on a timely basis.
ARTICLE II
Obligations of the Parties
2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2 At the option of the Company, the Trust shall either (a) provide the Company with as many copies of the Trusts Shares current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for printing. The Trust shall provide the Company with a copy of the Shares statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners.
2.3 (a) The Trust shall bear the costs of printing the Trusts Shares prospectus,
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statement of additional information, shareholder reports and other shareholder communications (Trust Shareholder Materials) to Contract owners of policies for which the Trust is serving as an investment vehicle, and the costs of distributing supplements to the Trusts Shares prospectus to Contract owners. Except as noted above, the Company shall bear the costs of distributing Trust Shareholder Materials to Contract owners, and the costs of printing and distributing Trust Shareholder Materials for applicants for policies. The Trust shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. Costs shall be allocated to reflect the Trusts share of the total costs determined according to the number of pages of the Trusts respective portions of the documents.
(b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, statements of additional information, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust.
2.4 The Company agrees and acknowledges that Janus International Holding LLC (Janus Holding) or its affiliate is the sole owner of the name and mark Janus. All references contained in this Agreement to the name or mark Janus shall include but not be limited to the Janus logo, the website www.janus.com and any and all electronic links relating to such website. Neither the Service Provider, nor its affiliates, employees, or agents shall, without prior written consent of Janus Holding, use the name or mark Janus or make representations regarding the Trust, Janus Holding, or their affiliates, or any products or services sponsored, managed, advised, or administered by the Trust, Janus Holding, or their affiliates, except those contained in the then-current Prospectus and the then-current printed sales literature for the Shares of the Portfolios. The Service Provider will make no use of the name or mark Janus except as expressly provided in this Agreement or expressly authorized by Janus Holding in writing. All goodwill associated with the name and mark Janus shall inure to the benefit of Janus Holding or its affiliate. Upon termination of this Agreement for any reason, the Service Provider shall immediately cease any and all use of any Janus mark(s).
2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus or statement of additional information in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen (15) Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen (15) Business Days after receipt of such material.
2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as such
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registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee.
2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Contracts (as such registration statement and prospectus may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company.
2.8 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trusts sole discretion.
2.9 The Company has determined that the investment restrictions set forth in the current Trust prospectus are sufficient to comply with all investment restrictions under state insurance laws that are currently applicable to the Portfolios as a result of the Accounts investment therein. The Company shall notify the Trust of any additional applicable state insurance laws that restrict the Portfolios investments, or otherwise affect the operation of the Trust after the date of this Agreement.
ARTICLE III
Representations and Warranties
3.1 The Company represents and warrants that:
(a) it is an insurance company duly organized and in good standing under the laws of the state of Colorado or state of New York, as applicable, and that it has legally and validly established each Account as a segregated asset account under such law;
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(b) each Account has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust in accordance with the provisions of the 1940 Act (unless registration is not required under applicable law);
(c) the Contracts or interests in the Accounts (1) are or, prior to issuance, will be registered as securities under the 1933 Act or, alternatively (2) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and the sale of the Contracts shall comply in all material respects with state insurance suitability requirements;
(d) it is, and shall carry out its activities under this Agreement, in compliance with all applicable anti-money laundering laws, rules and regulations including, but not limited to, the U.S.A. PATRIOT Act of 2001, P.L. 107-56. The Company further represents that it has policies and procedures in place reasonably designed to detect money laundering and terrorist financing, including the reporting of suspicious activity; and
(e) The Company is a financial intermediary as defined by SEC Rule 22c-2 of the 1940 Act (The Rule), and its affiliate, GWFS Equities, Inc., has entered into an appropriate agreement with the Trust or one of its affiliates pursuant to the requirements of The Rule on the Companys behalf.
(f) the principal underwriter of any unregistered separate account holding Portfolio shares is a broker or dealer registered under the Securities Exchange Act of 1934 (the 1934 Act) or is controlled (as defined in the 1940 Act) by a broker or dealer registered under the 1934 Act;
(g) it will not hold any other investment security (as defined in Section 3 of the 1940 Act) in an investment division that holds shares of a Portfolio offered in the unregistered Account; (h) if and to the extent required by law, it will seek instructions from holders of interests in an unregistered separate account holding Portfolio shares with regard to the voting of all proxies solicited in connection with a Portfolio and will vote those proxies only in accordance with those instructions, or the Company will vote Portfolio shares held in its unregistered separate accounts in the same proportion as the vote all of the Portfolios other shareholders; and
(i) it will not substitute another security for shares of a Portfolio held in an unregistered separate account unless the Securities and Exchange Commission approves the substitution in the manner provided in Section 26 of the 1940 Act
3.2 The Trust and Distributor represent and warrant that:
(a) the Trust is duly organized and validly existing under the laws of the State of Delaware;
(b) the Trust Shares offered and sold pursuant to this Agreement will be
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registered under the 1933 Act and the Trust shall be registered under the 1940 Act prior to any issuance or sale of such Shares. The Trust shall amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its Shares. The Trust shall register and qualify its Shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust;
(c) the investments of each Portfolio will comply with the diversification requirements set forth in Section 817(h) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder;
ARTICLE IV
Potential Conflicts
4.1 The Parties acknowledge that the Trusts shares may be made available for investment to other Participating Insurance Companies. In such event, the Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof.
4.2 The Company agrees to promptly report any potential or existing conflicts of which it is aware to the Trustees. The Company will reasonably assist the Trustees in carrying out their responsibilities under the Exemptive Order by providing the Trustees with all information reasonably necessary for the Trustees to consider any issues raised including, but not limited to, information as to a decision by the Company to disregard Contract owner voting instructions.
4.3 If it is determined by a majority of the Trustees, or a majority of its disinterested Trustees, that a material irreconcilable conflict exists that affects the interests of Contract owners, the Company shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (a) withdrawing the assets allocable to some or all of the Accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to
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the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account.
4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trusts election, to withdraw the affected Accounts investment in the Trust and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust.
4.5 If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Accounts investment in the Trust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of Shares of the Trust.
4.6 For purposes of Sections 4.3 through 4.6 of this Agreement, a majority of the disinterested Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Company be required to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Accounts investment in the Trust and terminate this Agreement within six (6) months after the Trustees inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees.
4.7 The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees.
4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the Trust
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and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.
ARTICLE V
Indemnification
5.1 Indemnification By the Company. The Company agrees to indemnify and hold harmless the Distributor, the Trust and each of their Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the Trust Indemnified Parties for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the indemnified Party) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, Losses), to which the Trust Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement or prospectus for the Contracts or in the Contracts themselves or in sales literature for the Trust generated or approved by the Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, the Company Documents for the purposes of this Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Trust Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Trust or Distributor for use in Company Documents or otherwise for use in connection with the sale of the Contracts or the Shares; or
(b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from the Trust Documents as defined in Section 5.2(a)) or wrongful conduct of the Company or persons under its control, with respect to the sale or acquisition of the Contracts or the Shares; or
(c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Trust Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of the Company; or
(d) arise out of or result from any failure by the Company to provide the services or furnish the materials required under the terms of this Agreement; or
(e) arise out of or result from any material breach of any representation and/or
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warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company.
5.2 Indemnification By the Trust and Distributor. The Trust and Distributor agree to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Company Indemnified Parties for purposes of this Article V) against any and all Losses to which the Company Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, the Trust Documents for the purposes of this Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust or Distributor by or on behalf of the Company for use in the Trust Documents or otherwise for use in connection with the sale of the Contracts or the Shares; or
(b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from the Company Documents) or wrongful conduct of the Trust or Distributor or persons under their control, with respect to the sale or acquisition of the Contracts or the Shares; or
(c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust or Distributor; or
(d) arise out of or result from any failure by the Trust or Distributor to provide the services or furnish the materials required under the terms of this Agreement; or
(e) arise out of or result from any material breach of any representation and/or warranty made by the Trust or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust or Distributor.
5.3 Neither the Company nor the Trust or Distributor shall be liable under the indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect to any Losses incurred or assessed against an indemnified Party that arise from such indemnified Partys willful misfeasance, bad faith or negligence in the performance of such indemnified Partys duties or by reason of such indemnified Partys reckless disregard of obligations or duties under this Agreement.
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5.4 Neither the Company nor the Trust or Distributor shall be liable under the indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect to any claim made against an indemnified Party unless such indemnified Party shall have notified the other Party in writing within a reasonable time after the summons, or other first written notification, giving information of the nature of the claim shall have been served upon or otherwise received by such indemnified Party (or after such indemnified Party shall have received notice of service upon or other notification to any designated agent), but failure to notify the Party against whom indemnification is sought of any such claim shall not relieve that Party from any liability which it may have to the indemnified Party in the absence of Sections 5.1 and 5.2.
5.5 In case any such action is brought against the indemnified Parties, the indemnifying Party shall be entitled to participate, at its own expense, in the defense of such action. The indemnifying Party also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Party named in the action. After notice from the indemnifying Party to the indemnified Party of an election to assume such defense, the indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying Party will not be liable to the indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
ARTICLE VI
Termination
6.1 This Agreement may be terminated by any Party for any reason by ninety (90) days advance written notice delivered to the other Party.
6.2 Notwithstanding any termination of this Agreement, the Trust shall, at the option of the Company, continue to make available additional shares of the Trust (or any Portfolio) pursuant to the terms and conditions of this Agreement for all Contracts in effect on the effective date of termination of this Agreement, provided that the Company continues to pay the costs set forth in Section 2.3.
6.3 The provisions of Article V and Section 8.12 shall survive the termination of this Agreement, and the provisions of Article IV and Section 2.8 shall survive the termination of this Agreement as long as Shares of the Trust are held on behalf of Contract owners in accordance with Section 6.2.
ARTICLE VII
Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other Party at the address of such Party set forth below or at such other address as such Party may from time to time specify in writing to the other Party.
If to the Trust:
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Janus Aspen Series
151 Detroit Street
Denver, Colorado 80206
Attention: Chief Legal Counsel
If to the Distributor:
Janus Distributors LLC
151 Detroit Street
Denver, Colorado 80206
Attn: General Counsel
If to the Company:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attention: Chief Compliance Officer
Great-West Life & Annuity Insurance Company of New York
8515 East Orchard Road
Greenwood Village CO 80111
Attention: Chief Compliance Officer
ARTICLE VIII
Miscellaneous
8.1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
8.2 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
8.3 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.
8.4 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of state of Colorado.
8.5 The Parties acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Trust and that no Trustee, officer, agent or holder of shares of beneficial interest of the Trust shall be personally liable for any such liabilities. The Trust and the
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Distributor acknowledge and agree that the obligations assumed by the Company pursuant to this Agreement are limited in any case to the Company and its assets and neither the Trust nor the Distributor shall seek satisfaction of any such obligation from the shareholders of the Company, the directors, officers, employees or agents of the company, except to the extent permitted under this Agreement.
8.6 Each Party shall cooperate with each other Party and all appropriate governmental authorities (including without limitation the SEC, the Financial Industry Regulatory Authority, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
8.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the Parties are entitled to under state and federal laws.
8.8 The Parties acknowledge and agree that this Agreement shall not be exclusive in any respect.
8.9 Neither this Agreement nor any rights or obligations hereunder may be assigned by any Party without the prior written approval of the other Party, such written approval not to be unreasonably withheld or delayed.
8.10 No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by all Parties. The terms or provisions of this Agreement may be waived only by a writing signed by the Party waiving compliance. No waiver by any Party of any term or provision of this Agreement will be deemed to be a continuing waiver, or deemed to be a waiver of any other term or provision of this Agreement.
8.11 No Party shall be liable for any delay or failure to perform its obligations (other than a failure to comply with payment obligations) hereunder if such delay or failure is caused by an event reasonably beyond the control of such Party, including without limitation acts of God, war or civil disorder, or acts of terrorism.
8.12 Subject to the requirements of legal process and regulatory authority, each Party shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified in writing as confidential or proprietary by any other Party and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected Party until such time as such information may come into the public domain.
8.13 This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all other prior agreements, arrangements, and understandings, whether written or oral, between the Parties.
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(the remainder of this page intentionally blank; signature page to follow)
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IN WITNESS WHEREOF, the Parties have caused their duly authorized officers to execute this Participation Agreement to be effective as of the Effective Date.
JANUS ASPEN SERIES |
By: |
/s/ Stephanie Grauerholz |
Name: |
Stephanie Grauerholz | |
Title: |
Vice President |
JANUS DISTRIBUTORS LLC |
By: |
/s/ Russell P. Shipman |
Name: |
Russell P. Shipman | |
Title: |
Senior Vice President |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
By: |
/s/ Susan Gile |
Name: |
Susan Gile | |
Title: |
VP. Individual Markets |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY of NEW YORK |
By: |
/s/ Ron Laeyendecker | |
Name: |
Ron Laeyendecker | |
Title: |
Senior Vice President |
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Schedule A
Separate Accounts and Associated Contracts
GWL&A Accounts
FutureFunds Series Account
FutureFunds II Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
COLI VUL-2 Series Account
COLI VUL-4 Series Account
COLI VUL-7 Series Account
DB-1 Series Account
GWL&ANY Accounts
FutureFunds II Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
COLI VUL-1 Series Account
COLI VUL-2 Series Account
DB-1 Series Account
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Schedule B
List of Portfolios
Available Portfolios
All Portfolios of Institutional and Service Shares of Janus Aspen Series open to new investors (as set forth in the current prospectus of Janus Aspen Series).
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Schedule C
To Fund Participation Agreement
Order Submission and Processing
Effective Date: December 1, 2015
With respect to Article I of the Agreement, the Company by its agent is:
☒ | Self-clearing orders through NSCC systems (see Section 1 below) |
☐ | Clearing orders through a clearing agent |
☐ | Approved by Distributor or its agent operations for manual submission of orders (see Section 2 below) |
1. | Submission of Orders through NSCC. Distributor or its agent will accept trades submitted via the NSCC Systems in accordance with the following terms. |
(a) | Obligations of Distributor or its agent. |
(i) | Transactions Subject to Fund/SERV. On each business day that the New York Stock Exchange is open for business on which the Funds determine their per share net asset values (Business Day), Distributor or its agent shall accept, and effect, changes in its records upon receipt of purchase, redemption, exchanges, and registration instructions from the Company or its agent electronically through Fund/SERV (Instructions) without supporting documentation from the Customer in accordance with the terms and conditions set forth in this Schedule 4. On each Business Day, Distributor or its agent shall accept for processing any Instructions from the Company or its agent and shall process such Instructions in a timely manner. Purchases to a Customers Fund account shall be posted to such account through nightly processing after both the account registration and purchase settlement have been received. Such purchase shall appear on the account record the following Business Day. Shares are ineligible for redemption until they are posted and appear on the account record. |
(ii) | Performance of Duties. Distributor or its agent shall perform any and all duties, functions, procedures and responsibilities assigned to it under this Agreement and as otherwise established by the NSCC. Distributor or its agent shall maintain facilities, equipment and skilled personnel sufficient to perform the foregoing activities and to otherwise comply with the terms of this Agreement. Distributor or its agent shall conduct each of the foregoing activities in a competent manner and in compliance with all applicable laws, rules and regulations, including NSCC rules and procedures relating to |
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Fund/SERV, and in compliance with the then-current prospectuses and SAIs of the Funds. |
(iii) | Accuracy of Information, Transmissions Through, and Access to Fund/SERV. Confirmed trades and any other information provided by Distributor or its agent to Company or its agent through Fund/SERV and pursuant to this Agreement shall be accurate, complete, and in the format prescribed by the NSCC. Distributor or its agent shall adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Fund/SERV and to limit the access to, and the inputting of data into, Fund/SERV to persons specifically authorized by Distributor or its agent. |
(iv) | Notice of Prospectus and Statement of Additional Information Revisions. The Funds shall provide Company or its agent with reasonable notice of any material revisions to the Funds prospectuses and SAIs as are necessary to enable Company or its agent to fulfill its obligations under this Agreement. |
(b) | Obligations of Company or its agent. |
(i) | Transactions Subject to Fund/SERV. Company or its agent certifies that all Instructions delivered to Distributor or its agent on any Business Day shall have been received by Company or its agent from the Customer by the close of trading (currently 4:00 p.m. Eastern Time (ET)) on the New York Stock Exchange (the Close of Trading) on such Business Day and that any Instructions received by it after the Close of Trading on any given Business Day will be transmitted to Distributor or its agent on the next Business Day. Except with respect to Instructions on behalf of Defined Contribution Plans, Company or its agent further certifies that all such Instructions received by it from a Customer by the Close of Trading on any Business Day will be delivered to Distributor or its agent on such Business Day. With respect to processing of Instructions on behalf of Defined Contribution Plans that Company or its agent received by the Close of Trading on a Business Day, Company or its agent certifies it will: |
(A) | transmit such Instructions to Distributor or its agent through Fund/SERV by 6:00 a.m. ET on the next Business Day, or |
(B) | otherwise notify Distributor or its agent of such Instructions by 10:00 a.m. ET on the next Business Day. If Company or its agent must deliver any Instructions to Distributor or its agent on a certain Business Day for processing as of the prior Business Day due to systems problems or errors, such Instructions must be delivered by 10:00 a.m. ET to Distributor or its agent on such Business Day. If Distributor or its agent receives such Instructions after the 10:00 a.m. ET deadline and processes the Instructions, |
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resulting in a loss to the Funds, Company or its agent agrees to reimburse Distributor or its agent for such loss upon receipt of a reclaim letter from Distributor or its agent. Distributor or its agent appoints Company or its agent as its agent for the limited purpose of accepting orders for the purchase and redemption of shares of the Funds by Company or its agent on behalf of its Customers. |
(ii) | Performance of Duties. Company or its agent shall perform any and all duties, functions, procedures and responsibilities assigned to it under this Agreement and as otherwise established by the NSCC. Company or its agent shall maintain facilities, equipment and skilled personnel sufficient to perform the foregoing activities and to otherwise comply with the terms of this Agreement. Company or its agent shall conduct each of the forgoing activities in a competent manner and in compliance with all applicable laws, rules and regulations, including NSCC rules and procedures relating to Fund/SERV, and in compliance with the then-current prospectuses and SAIs of the Funds. |
(iii) | Accuracy of Information, Transmissions Through, and Access to Fund/SERV. Trade, registration, and if applicable, broker/dealer information provided by the Trust Entity to the Fund Agent through Fund/SERV and pursuant to this Agreement shall be accurate, complete and, in the format prescribed by the NSCC. All Instructions by Company or its agent regarding each Fund/SERV account shall be true and correct and will have been duly authorized by the Customer under whose name the account appears in the records of Company or its agent. Company or its agent shall adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Fund/SERV and to limit the access to, and the inputting of data into, Fund/SERV to persons specifically authorized by Company or its agent. |
(iv) | Information Relating to Fund/SERV Transactions. For each Fund/SERV transaction, including transactions establishing a Customer account with Distributor or its agent, Company or its agent shall provide the Funds and Distributor or its agent with all information necessary or appropriate to establish and maintain each Fund/SERV transaction (and any subsequent changes to such information) which Company or its agent hereby certifies is, and shall remain, true and correct. Company or its agent shall maintain documents required by the Funds or by applicable law, rules or regulations to effect Fund/SERV transactions. |
(v) | As-of Transactions. Processing errors which result from any delay or error caused by Company or its agent may be adjusted through Fund/SERV by Company or its agent by the necessary transactions on an as-of basis and the cost to the Fund or Distributor or its agent of such transactions shall be borne by Company or its agent. |
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(vi) | Duplicate Transactions and Payments. Company or its agent acknowledges that as a result of the automated settlement features of NSCCs Fund/SERV program, Distributor or its agent compliance with redemption and/or settlement instructions involves a risk that the shareholder whose account is being redeemed may issue an inconsistent instruction, that the account being redeemed may be subject to backup or penalty withholding, or that a record date may occur while the redemption transaction is pending, resulting in a duplication transaction, overpayment, or dividend payment to the record owner. If Distributor or its agent compliance with redemption and settlement instructions result in a duplicate transaction or overpayment, in addition to the procedures described above, Company or its agent will, within two (2) business days after receipt of notice, refund all or any appropriate portion of any sums received by it in connection with such duplicate transaction or overpayment. |
(vii) | Trade Confirmation. Any information provided by Distributor or its agent to Company or its agent electronically through Fund/SERV and pursuant to this Agreement, shall satisfy the delivery obligations as outlined by SEC Rule 10b-10 and, as such, Distributor or its agent has the informed consent of Company or its agent to suppress the delivery of this information using paper-media. Company or its agent will promptly verify accuracy of confirmations of transactions and records received by Distributor or its agent through Fund/SERV. |
(viii) | Shareholder Reports and Other Documents; Solicitation of Proxies. Company or its agent shall timely deliver to each Customer all reports and other documents provided to it by the Funds or Distributor or its agent as is required by applicable securities law and the Company or its agents agreement with the Customer, provided that Company or its agent has timely received copies of such reports and/or documents. The Fund or Distributor or its agent and Company or its agent shall cooperate with each other in the solicitation and voting of proxies on behalf of the Funds according to Company or its agents fiduciary responsibility as written in the trust agreement or as required by state law or Federal Regulation. |
(ix) | Settlement of Transactions. For any purchase or redemption of Shares processed through Fund/SERV, Distributor or its agent and Company or its agent will settle all trades on the next Business Day following transmission of Instructions by Company or its agent to Distributor or its agent (the Settlement Date) in the manner provided by NSCC Fund/SERV Rules. |
(c) | Overpayments. |
(i) | In the event any overpayment is made to Company or its agent by Distributor or its agent, Company or its agent shall promptly repay such |
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overpayment to Distributor or its agent after Company or its agent receives notice of such overpayment. |
(ii) | In the event any overpayment is made to Distributor or its agent by Company or its agent, Distributor or its agent shall promptly repay such overpayment to Company or its agent after Distributor or its agent receives notice of such overpayment. |
(d) | Indemnification. Distributor or its agent shall indemnify and hold harmless Company or its agent, Company or its agents affiliates, directors, officers, agents and employees and assigns of the foregoing (collectively, Indemnified Company or its agent Parties), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by Distributor or its agent) to which any of them may be or become subject to as a result or arising out of (a) any willful act or omission by Distributor or its agent, the Funds or their agents relating to Fund/SERV and not arising out of Company or its agents negligence; (b) any breach of the Distributor or its agent representations or warranties in Section 1 of this Schedule; or (c) Distributor or its agent failure to comply with any of the terms of Section 1 of this Schedule. Additional provisions governing the parties respective indemnification obligations are set forth in Section 13 of the Agreement. |
2. | Non-NSCC Order Process. Distributor or its agent will accept trades not submitted via the NSCC Systems on an exception-only basis if Company or its agent is servicing employer sponsored retirement plans or insurance company products such as variable life/annuities in accordance with the following terms: |
(a) | On any business day (Day One), the Company or its agent may accept orders from Customers for the purchase and redemption of Shares of the Funds. The Company or its agent will send such orders to Distributor or its agent prior to 9:00 a.m. ET of the next business day (Day Two) pursuant to the Trading Requirements listed in Section 2(b). The Funds will execute orders at the NAV determined as of the close of trading on Day One, and dividends, if applicable, shall begin to accrue on Day Two, provided that: |
(i) | Company or its agent received such orders prior to the time the NAVs of the Shares of the Funds were calculated on Day One, and |
(ii) | Such orders and payment for such orders were received by Distributor or its agent prior to the times set forth in Section 2(b)(iv). |
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If either of the above conditions is not met, the orders will be executed at the NAV next in effect after such orders are received, and dividends, if applicable, will begin to accrue the day after settlement.
(b) | Trading Requirements for trades not submitted via the NSCC Systems: |
(i) | All trades must be netted (i.e., one purchase or redemption per Fund, per account). For example: a purchase for $2,000 and a redemption for $500 should be netted into one purchase for $1,500. |
(ii) | All trades must be submitted in dollars. No Share trades will be accepted. |
(iii) | No exchanges will be accepted, sell/buys must be requested. |
(iv) | Electronic or typed trade requests must be received by Distributor or its agent prior to 9:00 a.m. ET. |
(v) | All trades will be processed at the NAV. |
(c) | Settlement. Payment for net purchases and redemptions will be wired pursuant the following settlement requirements: |
(i) | Company or its agent will send Distributor or its agent one combined purchase wire for all purchase orders by 4:00 p.m. ET on Day Two. |
(ii) | Distributor or its agent will send one combined wire for all redemption proceeds by 4:00 p.m. ET on Day Two. |
In the event of extraordinary market conditions affecting any such redemption, however, Distributor or its agent may delay such redemption for up to five (5) business days, or longer to the extent permitted under Section 22(e) of the 1940 Act.
3. | Provisions Applicable to all Orders. The following provisions apply to order submission and processing, whether through NSCC or otherwise. |
(a) | Dividends and Distributions. Distributor or its agent will provide to the Company or its agent closing NAVs, dividends, and capital gains information at the Close of Trading on each Business Day. Dividends and capital gains distributions shall be reinvested in accordance with the terms of the relevant Prospectus. |
(b) State Information. Company or its agent shall maintain and transmit to the Distributor information on sales, redemptions and exchanges of Shares of each Fund by state or jurisdiction of residence of individual Customers and any other information requested by the Distributor to enable the Distributor or its affiliates to properly register or report the sale of the Shares under the
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securities, licensing or qualification laws of the various states and jurisdictions. Such information shall be provided in a form mutually agreeable to the Distributor and Service Provide
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FUND PARTICIPATION AGREEMENT
This Fund Participation Agreement (the Agreement), effective as of 24th day of April, 2009, is made by and among Great-West Life & Annuity Insurance Company (GWL&A), First Great-West Life & Annuity Insurance Company (First GWL&A), (collectively, the Company), JPMorgan Insurance Trust (the Trust), the Trusts investment advisors, JPMorgan Investment Advisors Inc. and J. P. Morgan Investment Management Inc. (the Advisers), and the Trusts administrator, JPMorgan Funds Management, Inc. (the Administrator).
WHEREAS, the Trust engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established by insurance companies for individual and group life insurance policies and annuity contracts with variable accumulation and/or pay-out provisions (hereinafter referred to individually and/or collectively as Variable Insurance Products);
WHEREAS, insurance companies desiring to utilize the Trust as an investment vehicle under their Variable Insurance Products are required to enter into participation agreements with the Trust and the Administrator (the Participating Insurance Companies);
WHEREAS, shares of the Trust are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available for Variable Insurance Products of Participating Insurance Companies;
WHEREAS, the Trust intends to offer shares of the series set forth on Schedule B (each such series hereinafter referred to as a Portfolio) as may be amended from time to time by mutual agreement of the parties hereto under this Agreement to the accounts of the Company specified on Schedule A (hereinafter referred to individually as an Account, collectively, the Accounts);
WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission, granting the Trust exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended (hereinafter the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by Variable Insurance Product separate accounts of both affiliated and unaffiliated insurance companies (hereinafter the Shared Funding Exemptive Order);
WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act);
WHEREAS, the Advisers are duly registered as an investment advisers under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws;
WHEREAS, the Advisers is the investment adviser of the Portfolios of the Trust;
WHEREAS, the Company has registered certain Variable Insurance Products under the 1933 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, each Account intends to purchase shares of the Portfolios to fund certain of the aforesaid Variable Insurance Products and the Trust is authorized to sell such shares to each such Account at net asset value.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Trust, the Advisers, and the Administrator agree as follows:
Article 1
The Contracts
1. GWL&A represents that it has established each of its Accounts specified on Schedule A as a separate account under Colorado law and First GWL&A represents that it has established its Accounts
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designated by the Company as the recipient for such notice of such delay by 3:00 p.m. Eastern Time on Trade Date plus 1.
2.6. Issuance and transfer of the Trusts shares will be by book entry only. Share certificates will not be issued to the Company or any Account. Shares ordered from the Trust will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account.
2.7. On each record date, the Administrator shall use its best efforts to furnish same day notice by 6:30 p.m. Eastern Time (by wire, telephone, electronic media or by fax) to the Company of any dividends or capital gain distributions payable on the Trusts shares. The Company hereby elects to receive all such dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such dividends and capital gain distributions in cash. The Trust shall notify the Company of the number of shares so issued as payment of such dividends and distributions.
2.8. The Administrator shall make the net asset value per share of each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:30 p.m. Eastern Time. In the event that the Administrator is unable to meet the 6:30 p.m. time stated immediately above, then the Administrator shall provide the Company with additional time to notify the Administrator of purchase or redemption orders pursuant to Sections 2.1 and 2.3, respectively, above. Such additional time shall be equal to the additional time that the Administrator takes to make the net asset values available to the Company.
2.9. If the Administrator provides materially incorrect share net asset value information through no fault of the Company, the Company shall be entitled to an adjustment with respect to the Trust shares purchased or redeemed to reflect the correct net asset value per share as subsequently determined by the Administrator. The determination of the materiality of any net asset value pricing error shall be based on the Trusts policy for correction of pricing errors (the Pricing Policy). The Company shall correct such error in its records and in the records prepared by it for Contract owners in accordance with information provided by the Administrator. Any material error in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported promptly upon discovery to the Company.
2.10 The Administrator shall provide information to the Company of the amount of shares traded and the associated cost per share (NAV) total trade amount and the outstanding share balances held by the Account in each Portfolio as of the end of each Business Day. Such information will be furnished (electronically or by fax) by 1:00 p.m. Eastern time on the next Business Day.
2.11 Contract Owner Information
Section 1 Definitions.
a. | Day(s) - calendar days unless noted otherwise. |
b. | Exchange Purchase Participant-Initiated fund transfer of any portion of a Participants assets into a Fund (not including purchases into the Fund made with new assets contributed or rolled into a Plan). |
c. | Exchange Redemption Participant-Initiated fund transfer of any portion of a Participants assets in a Plan out of a Fund (not including the withdrawal or distribution of assets out of a Plan). |
d. | Fund(s) The term Fund includes JPMorgan Distribution Services, Inc., which is the Funds principal underwriter, the Funds transfer agent and the series of the trusts and corporation listed in the Agreement. Fund(s) |
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Intermediary will not provide Participant or Plan share balance or dollar account balance information, agent or broker/dealer identification, or Participant name and address. |
b. Written requests for data shall set forth the specific period, not to exceed one hundred eighty (180) calendar days from the date of the request, for which transaction information is sought. Fund Company or its designee may request transaction information older than (180) calendar days from the date of the request as Fund Company deems necessary to investigate compliance with policies established by Fund Company for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by Fund Company. Fund Company agrees that in the absence of extraordinary circumstances, such requests will not be made more frequently than quarterly.
c. Intermediary agrees to transmit the requested information that is on its books and records to Fund Company or their designee as soon as reasonably practicable, and agrees to use best efforts to transmit the requested information within five (5) business days after receipt of the request. Intermediary has no information housed by an indirect intermediary. The requested information shall be communicated in accordance with standards that are mutually agreed upon by the parties.
d. Fund Company or its designee agree not to use the information received from Intermediary for any purpose other than to comply with SEC Rule 22c-2, and such other applicable laws, rules and regulations. Fund Company shall treat the information as strictly confidential and shall take such steps as are reasonably necessary to protect its confidentiality and prevent the unauthorized disclosure or use of such information.
e. Intermediary agrees to execute written instructions from the Fund Company to restrict or prohibit further purchases or exchanges of Shares by a Participant that has been identified by the Fund Company as having engaged in transactions in Shares (directly or indirectly through the Intermediarys account) that violate the trading policies established or utilized by the Funds for the purpose of eliminating or reducing potentially harmful market timing or frequent trading. Instructions must include the Taxpayer Identification Number (TIN), if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the Participant(s) or account(s) or other agreed upon information to which the instruction relates. Intermediary agrees to execute instructions from the Fund to restrict or prohibit trading as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary. Intermediary agrees to provide written confirmation to Fund Company or its designee that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable and shall use best efforts to provide such confirmation not later than ten (10) business days after the instructions have been executed.
f. Upon written request to Intermediary by a Plan or Participant, Fund Company agrees to provide to Intermediary with a copy of the Fund Companys market timing or other abusive trading policies with respect to the Fund(s) that the Intermediary may provide to the Plan or Participant initiating the request.
Section 4 - Plan Fiduciary Directions. At the direction of a fiduciary with respect to a Plan (e.g., trustee or plan sponsor), in lieu of following the policies and procedures set forth herein with respect to said Plan, Intermediary will close a Fund(s) to all new purchases including exchanges and contributions, for all Participants in the Plan.
Article 3
Prospectuses, Reports to Shareholders and Proxy Statements, Voting
3.1. The Trust shall provide the Company with as many printed copies of the Trusts current prospectuses as the Company may reasonably request. The Administrator will provide the Company with a copy of the statement of additional information suitable for duplication. If requested by the Company, in lieu of providing printed copies, the Trust shall provide camera-ready film or computer diskettes containing the Trusts prospectuses and statement of additional information in order for the Company once each year (or more frequently if the prospectuses and/or statement of additional information for the Trust is amended during
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(ii) | vote the Trust shares in accordance with instructions received from Contract owners; and |
(iii) | vote Trust shares for which no instructions have been received in the same proportion as Trust shares of such Portfolio for which instructions have been received, so long as and to the extent that the Securities and Exchange Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. |
The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law.
Article 4
Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Trust, the Advisers or their designee, drafts of any language related to the Trust Portfolio(s) used in the prospectus, each piece of sales literature or other promotional material prepared by the Company or any person contracting with the Company to prepare such material in which the Trust, the Advisers or the Administrator is described, at least ten Business Days prior to its use. No such material shall be used if the Trust, the Advisers, the Administrator or their designee reasonably objects to such use within five Business Days after receipt of such material.
4.2. Neither the Company nor any person contracting with the Company to prepare sales literature or other promotional material shall give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Trust prospectus, as such registration statement or Trust prospectus may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or its designee, except with the permission of the Trust or its designee.
4.3. The Administrator shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Trust in which the Company or its Accounts, are described at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within five Business Days after receipt of such material.
4.4. Neither the Trust, the Administrator, nor the Advisers shall give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts, other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement or prospectus may be amended or supplemented from time to time, or in published reports or solicitations for voting instruction for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5. The Trust will provide to the Company, upon its request, at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Trust or its shares, promptly after the filing of such document with the Securities and Exchange Commission or other regulatory authorities.
4.6. The Company will provide to the Trust, upon the Trusts request, at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the investment in an Account or Contract, promptly after the filing of such documents with the Securities and Exchange Commission or other regulatory authorities.
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6.5. The Company represents that it believes, in good faith, that the Account is a segregated asset account and that interests in the Account are offered exclusively through the purchase of a variable contract, within the meaning of such terms under Section 1.817-5(f)(2) of the regulations under the Code, and that it will make every effort to continue to meet such definitional requirements, and that it will notify the Trust immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
6.6. The Trust represents and warrants that it is and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount no less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Trust will notify the Company immediately upon having a reasonable basis for believing that the Trust no longer has the coverage required by this Section 6.6.
6.7. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other entities dealing with the money or securities of the Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than five million dollars ($5,000,000). Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect and agrees to notify the Trust immediately upon having a reasonable basis for believing that the Company no longer has the coverage required by this Section 6.7.
6.8. The Trust represents that a majority of its disinterest trustees have approved the Trusts distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
6.9. The Advisers and the Administrator each represents and warrants that it complies with all applicable federal and state laws and regulations and that it will perform its obligations for the Trust and the Company in compliance with the laws and regulations of its state of domicile and any applicable state and federal laws and regulations.
Article 7
Statements and Reports
7.1. The Administrator or its designee will make available electronically to the Company within five (5) Business Days after the end of each month a monthly statement of account confirming all transactions made during that month in the Account.
7.2. The Trust and Administrator agree to provide the Company no later than March 1 of each year with the investment advisory and other expenses of the Trust incurred during the Trusts most recently completed fiscal year, to permit the Company to fulfill its prospectus disclosure obligations under the SECs variable annuity fee table requirements.
Article 8
Potential Conflicts
8.1. If required under the Shared Funding Exemptive Order, the Board will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners of all Accounts investing in the Trust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract owners and variable life insurance Contract owners; or (f) a decision by a Participating Insurance Company to
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8.7. If required under the Shared Funding Exemptive Order, each of the Company and the Advisers shall at least annually submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon them by the provisions hereof and in the Shared Funding Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Board. Without limiting the generality of the foregoing or the Companys obligations under Section 8.2, the Company shall provide to the Administrator a written report to the Board no later than January 15th of each year indicating whether any material irreconcilable conflicts have arisen during the prior fiscal year of the Trust. All reports received by the Board of potential or existing conflicts, and all Board action with regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the minutes of the Board or other appropriate records, and such minutes or other records shall be made available to the Securities and Exchange Commission upon request.
Article 9
Indemnification
9.1. Indemnification By The Company
9.1 (a). The Company agrees to indemnify and hold harmless the Trust, the Administrator, the Advisers, and each member of their respective Boards and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 9.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trusts shares or the Contracts and:
(i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Trust for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Trust not supplied by the Company, or persons under its control and other than statements or representations authorized by the Trust) or unlawful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or |
(iii) | arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Company; or |
(iv) | arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or |
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Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Administrator; or
(iii) | arise as a result of any failure by the Administrator to provide the services and furnish the materials under the terms of this Agreement; or |
(iv) | arise out of or result from any material breach of any representation and/or warranty made by the Administrator in this Agreement or arise out of or result from any other material breach of this Agreement by the Administrator; as limited by and in accordance with the provisions of Section 9.2(b) and 9.2(c) hereof. |
9.2(b). The Administrator shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement.
9.2(c). The Administrator shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Administrator in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Administrator of any such claim shall not relieve the Administrator from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Administrator will be entitled to participate, at its own expense, in the defense thereof. The Administrator also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Administrator to such Indemnified Party of the Administrators election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Administrator will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.
9.2(d). The Company agrees promptly to notify the Administrator of the commencement of any litigation or proceedings against it or any of its Indemnified Parties in connection with the issuance or sale of the Contracts or the operation of each Account in which the Portfolios are made available.
9.3. Indemnification by the Advisers
9.3(a). The Advisers agree to indemnify and hold harmless the Company and its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (hereinafter collectively, the Indemnified Parties and individually, Indemnified Party, for purposes of this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Advisers) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or |
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Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished the Trust by or on behalf of the Advisers, the Company, or the Administrator for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or |
(ii) | arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Trust; or |
(iii) | arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement; or |
(iv) | arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Section 9.4(b) and 9.4(c) hereof. |
9.4(b). The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as may arise from such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement.
9.4(c). The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trusts election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other then reasonable costs of investigation.
9.4(d). The Company agrees to promptly notify the Trust of the commencement of any litigation or proceedings against it or any of the Indemnified Parties in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of each Account, or the sale or acquisition of shares of the Trust.
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(g) | termination by the Company by written notice to the Trust, the Advisers, or the Administrator, if the Company shall determine, in its sole judgment exercised in good faith, that either the Trust, the Advisers, or the Administrator has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity, provided that the Company will give the Trust, the Advisers, and the Administrator sixty (60) days advance written notice of such determination of its intent to terminate this Agreement, and provided further that after consideration of the actions taken by the Trust, the Advisers, or the Administrator and any other changes in circumstances since the giving of such notice, the determination of the Company shall continue to apply on the 60th day since giving of such notice, then such 60th day shall be the effective date of termination; or |
(h) | termination by any party upon the other partys breach of any representation or any material breach of any provision of this Agreement, which breach has not been cured to the satisfaction of the terminating party within ten (10) days after written notice of such breach is delivered to the Trust or the Company, as the case may be; or |
(i) | termination by the Trust, the Advisers, or Administrator by written notice to the Company in the event an Account or Contract is not registered (unless exempt from registration) or sold in accordance with applicable federal or state law or regulation, or the Company fails to provide pass-through voting privileges as specified in Section 3.3; or |
(j) | at the option of Trust, upon the institution of formal proceedings against First GWL&A or GWL&A by the SEC, FINRA, any state insurance regulator or any other regulatory body regarding their respective obligations under this Agreement or related to the sale of the Contracts, the operation of each Separate Account, or the purchase of Shares, if, in each case, Trust reasonably determines that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on the Trust with respect to which the Agreement is to be terminated AND only with respect to proceedings against either First GWL&A or GWL&A; or |
(k) | at the option of the Company upon institution of formal proceedings against the Trust, the Advisers or the Administrator by the SEC, FINRA or any state insurance regulator or any other regulatory body regarding Trusts obligations under this Agreement or related to the operation or management of Fund or the purchase of Fund Shares, if, in each ease, the Company reasonably determine that such proceedings, or the facts on which such proceedings would be based, have a material likelihood of imposing material adverse consequences on First GWL&A. GWL&A, their respective affiliates, officers or directors, or the Subaccount corresponding to the Fund with respect to which the Agreement is to be terminated. |
11.2. Effect of Termination. Notwithstanding any termination of this Agreement, the Trust may continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts) unless such further sale of Trust shares is proscribed by law, regulation or applicable regulatory body, or unless the Trust determines that liquidation of the Trust following termination of this Agreement is in the best interests of the Trust and its shareholders. The parties agree that this Section 11.2 shall not apply to any terminations under Article 8 and the effect of such Article 8 terminations shall be governed by Article 8 of this Agreement.
11.3. The Company shall not redeem Trust shares attributable to the Contracts (as distinct from Trust shares attributable to the Companys assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations
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If to the Company:
Great-West Life & Annuity Insurance Company; and/or
First Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Greenwood Village, CO 80111
Attn: Beverly A. Byrne, Chief Compliance Officer & Legal Counsel, Financial Services
Article 13
Miscellaneous
13.1. All persons dealing with the Trust must look solely to the property of the Trust for the enforcement of any claims against the Trust as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered on behalf of the Trust. Each of the Company, the Advisers, and the Administrator acknowledges and agrees that, as provided by the Trusts Amended and Restated Declaration of Trust, the shareholders, trustees, officers, employees and other agents of the Trust and the Portfolios shall not personally be bound by or liable for matters set forth hereunder, nor shall resort be had to their private property for the satisfaction of any obligation or claim hereunder. The Trusts Amended and Restated Declaration of Trust is on file with the Secretary of State The Commonwealth of Massachusetts.
13.2. The Company will comply with all applicable laws and regulations aimed at preventing, detecting, and reporting money laundering and suspicious transactions. Without limiting the generality of the foregoing, the Company shall take all necessary and appropriate steps, consistent with applicable regulations and generally accepted industry practices, to: (i) obtain, verify, and retain information with regard to Contract owner identification and source of Contract owner funds, and (ii) maintain records of all Contract owner transactions. The Company will (but only to the extent consistent with applicable law) take all steps necessary and appropriate to provide the Trust with any requested information about Contract owners and their accounts in the event that the Trust shall request such information due to an inquiry or investigation by any law enforcement, regulatory, or administrative authority. To the extent permitted by applicable law and regulations, the Company will notify the Trust of any concerns that the Company may have in connection with any Contract owner in the context of relevant anti-money laundering laws or regulations.
13.3. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party.
13.4. 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.
13.5. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
13.6. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
13.7. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the National Association of Securities Dealers and state insurance regulators) and shall permit such authorities (and other parties hereto) reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
By: | /s/ Susan Gile |
Name: | Susan Gile |
Title: | VP., Individual Markets |
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
By: | /s/ Christopher Bergeon |
Name: | Christopher Bergeon |
Title: | Vice President | |
JPMORGAN INSURANCE TRUST |
By: | /s/ Jeffrey D. House |
Name: | Jeffrey D. House |
Title: | Assistant Treasurer | |
JPMORGAN INVESTMENT ADVISORS INC. |
By: | /s/ John C. Noel |
Name: | John C. Noel |
Title: | Treasurer & CFO | |
J.P. MORGAN INVESTMENT MANAGEMENT INC. |
By: | /s/ Gary J Madich |
Name: | Gary J Madich |
Title: | Managing Director | |
JPMORGAN FUNDS MANAGEMENT, INC. |
By: | /s/ Robert L. Young |
Name: | Robert L. Young |
Title: | Vice President |
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SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
as of April 24, 2009 which Accounts and Contracts may be changed from time to time upon written notification to the Trust by the Company within a reasonable time from such change;
Name of Separate Account and Date Established by Board of Directors |
Contract & Form Number Funded by Separate Account | |
Variable Annuity-1 Separate Account of Great-West Life & Annuity Insurance Company 7/24/95 | Select - J444 OneSource J434 | |
Variable Annuity-1 Separate Account of First Great-West Life & Annuity Insurance Company 1/15/97 | Select - J444 (NY) OneSource J434 (NY) | |
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Schedule B
Portfolios of the Trust
JPMorgan Insurance Trust Balanced Portfolio Class 1
JPMorgan Insurance Trust Core Bond Portfolio Class 1
JPMorgan Insurance Trust U.S. Equity Portfolio Class 1
JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio Class 1
JPMorgan Insurance Trust Mid Cap Value Portfolio Class 1
JPMorgan Insurance Trust Equity Index Portfolio Class 1
JPMorgan Insurance Trust International Equity Portfolio Class 1
JPMorgan Insurance Trust Intrepid Growth Portfolio Class 1
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio Class 1
JPMorgan Insurance Trust Small Cap Core Portfolio Class 1
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AMENDMENT TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this 13th day of April, 2015, by and among Great-West Life & Annuity Insurance Company (GWL&A) Great-West Life & Annuity Insurance Company of New York (formerly known as First Great-West Life & Annuity Insurance Company) (collectively, the Company) JPMorgan Insurance Trust (the Trust), the Trusts investment advisors, JPMorgan Investment Advisors Inc. and J.P. Morgan Investment Management Inc. (the Advisers, and the Trusts administrator, JPMorgan Funds Management, Inc. (the Administrator) (collectively, the Parties). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Parties entered into to a Fund Participation Agreement dated April 24, 2009, as amended, (the Agreement); and
WHEREAS, the Parties desire to add additional Great-West separate accounts to the Agreement; and
WHEREAS, the Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto; and
WHEREAS, the Parties desire to add additional Portfolios of the Trust the Agreement; and
WHEREAS, the Parties desire and agree to amend the Agreement by deleting in its entirety Schedule B of the Agreement and replacing it with the Schedule B attached hereto.
WHEREAS, JPMorgan Investment Advisors Inc. (JPMIA) was a party to the Agreement and served as an investment adviser to JPMorgan Trust II; and effective January 1, 2010, JPMIA transferred its investment advisory business to JPMorgan Investment Management, Inc. (JPMIM) pursuant to an internal reorganization, and in connection therewith JPMIM, JPMIA and JPMorgan Trust II executed an Amendment to Investment Advisory agreement under which JPMIM assumed all of JPMIAs rights and responsibilities as investment adviser to JPMorgan Trust II;
1
WHEREAS, the Company, the Advisors and the Administrator desire to amend the Agreement pursuant to Section 13 of the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. | Schedule A to the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto; and |
2. | Schedule B to the Agreement is hereby deleted in its entirety and replaced with the Schedule B attached hereto; and |
3. | JPMIA is no longer a party to the Agreement, effective retroactively as of January 1, 2010; and |
4. | All other provisions of the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date entered above.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By its authorized officer, |
||||||
By: |
/s/ Susan Gile |
|||||
|
Name: |
Susan Gile |
||||
Title: |
VP - Individual Markets |
|||||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY) | ||||||
By its authorized officer, |
||||||
By: |
/s/ Ron Laeyendecker |
|||||
Name: |
Ron Laeyendecker |
|||||
Title: |
Senior Vice President |
2
JPMORGAN INSURANCE TRUST
By its authorized officer, | ||
By: |
/s/ Julie A Roach | |
Name: |
Julie A Roach | |
Title: |
Assistant Treasurer | |
JPMORGAN INVESTMENT MANAGEMENT, INC. | ||
By its authorized officer, | ||
By: |
/s/ Robert L. Young | |
Name: |
Robert L. Young | |
Title: |
Managing Director | |
JPMORGAN FUNDS MANAGEMENT, INC. | ||
By its authorized officer, | ||
By: |
/s/ Susan S. Montgomery | |
Name: |
Susan S. Montgomery | |
Title: |
President |
3
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
Name of Separate Account | Contract and Form Number Funded by Separate Account | |
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company |
Select J434 OneSource J444 OneSource Choice J465 Advisor Choice J466 | |
Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York |
Select J434NY OneSource J444NY OneSource Choice J465NY Advisor Choice J466NY | |
Variable Annuity-2 Series Account of Great-West Life & Annuity Insurance Company |
Smart Track J555 Smart Track II J777 [ ] J888 | |
Variable Annuity-2 Series Account of Great-West Life & Annuity Insurance Company of New York |
Smart Track J555NY Smart Track II J777NY [ ] J888NY | |
COLI VUL 2 Series Account |
J355 | |
COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company of New York |
J355NY | |
COLI VUL-4 Series Account of Great-West Life & Annuity Insurance Company |
J500 | |
COLI VUL-7 Series Account of Great-West Life & Annuity Insurance Company |
PPVUL | |
COLI VUL-1 Series Account of Great-West Life & Annuity Insurance Company of New York |
PPVULNY | |
FutureFunds Series Account of Great-West Life & Annuity Insurance Company |
FutureFunds FutureFunds Select |
SCHEDULE B
All Class 1 and Class 2 portfolios of the JPMorgan Insurance Trust.
FUND PARTICIPATION AGREEMENT
THIS FUND PARTICIPATION AGREEMENT (Agreement) made as of the 8 day of September, 2011, by and between Lord Abbett Series Fund, Inc. (the Fund) a Maryland Corporation, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a Portfolio) and collectively, the Portfolios) Lord Abbett Distributor LLC, a New York limited liability company (the Distributor), Great-West Life & Annuity Insurance Company (Great-West), a life insurance company organized under the laws of the State of Colorado, on behalf of itself and its separate account listed on attached Schedule A, and First Great-West Life & Annuity Company (First Great-West), a life insurance company organized under the laws of the State of New York, on behalf of itself and its separate account listed on attached Schedule A (collectively the Company
WHEREAS, the Fund is registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940, as amended (the 40 Act) as an open-end, diversified management investment company; and
WHEREAS, the Fund is organized as a series fund comprised of separate investment series, namely the Portfolios; and
WHEREAS, the Fund was organized to act as the funding vehicle for certain variable life insurance and/or variable annuity contracts offered by life insurance companies through separate accounts of such life insurance companies and also offers its shares to certain qualified pension and retirement plans; and
WHEREAS, the Fund has filed an application with the SEC requesting an order granting relief from various provisions of the 40 Act and the rules thereunder to the extent necessary to permit Fund shares to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated participating insurance companies accounts (Participating Companies) and qualified pension and retirement plans outside the separate account context (including, without limitation, those trusts, plans, accounts, contracts or annuities described in Sections 401(a), 403(a), 403(b), 408(a), 408(b), 414(d), 457(b), 408(k), 501(c)(18) of the Internal Revenue Code of 1986, as amended (the Code) and any other trust, plan, account, contract or annuity trust that is determined to be within the scope of Treasury Regulation §1.817.5(f)(3)(iii) (Plans); and
WHEREAS, the Company has established or will establish one or more designated separate accounts (Separate Accounts) to offer certain unregistered variable life contracts (Variable Contracts) and is desirous of having the Fund as one of the underlying funding vehicles for such Variable Contracts; and
WHEREAS, the Distributor is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934 as amended (the 34 Act) and acts as the Funds principal underwriter; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares of the Fund to fund the aforementioned Variable Contracts and the Fund is authorized to sell such shares to the Company at NAV; and
WHEREAS, the Company intends to utilize its NSCC member broker/dealer affiliate, GWFS Equities, Inc. 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 the FINRA, to transmit instructions for the purchase, redemption and transfer of Fund shares on behalf of the Separate Accounts, and alone, or with the assistance of a recordkeeping affiliate, to perform certain recordkeeping functions associated with the transfer of Fund shares into and out of the Separate Accounts in order to recognize certain organizational economies.
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, and the Distributor agree as follows:
Article I. Sale of Fund Shares
1.1 The Fund agrees to make Variable Contract Class shares (Shares) of the Fund available to the designated Separate Accounts of the Company for the investment of purchase payments of Variable Contracts allocated to the designated Separate Accounts as provided in the Funds then current prospectus and statement of additional information. The Company agrees to purchase and redeem the Shares of the Portfolios offered by the then current prospectus and statement of additional information of the Fund in accordance with the provisions of such prospectus and statement of additional information. The Company shall not permit any person other than a Variable Contract owner (Owner) to give instructions to the Company which would require the Company to redeem or exchange Shares.
1.2 The Fund agrees to sell to the Company those Shares which the Company orders, executing such orders on a daily basis at the net asset value (NAV) next computed after receipt by the Fund or its designee of the order for the Shares. For purposes of this Section 1.2, the Company shall be the designee of the Fund for receipt of such orders from the designated Separate Account and receipt by such designee shall constitute receipt by the Fund; provided, to the extent not inconsistent with regulatory requirements, that the Company receives the order by 4:00 p.m. Eastern time and the Fund receives notice from the Company through the NSCC, by telephone, e-mail or facsimile (in each case, orally confirmed) or by such other means as the Fund and the Company may mutually agree of such order by 9:00 a.m. Eastern time on the next following Business Day. Business Day shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its NAV pursuant to the rules of the SEC.
1.3 The Fund agrees to redeem on the Companys request, any full or fractional Shares held by the Company, executing such requests on a daily basis at the NAV next computed after receipt by the Fund or its designee of the request for redemption, in accordance with the provisions of this agreement and the Funds then current registration statement. For purposes of this Section 1.3, the Company shall be the designee of the Fund for receipt of requests for redemption from the designated Separate Account and receipt by such designee shall constitute receipt by the Fund; provided, to the extent not inconsistent with regulatory requirements, that the Company receives the request for redemption by 4:00 p.m. Eastern time and the Fund receives notice from the Company through the NSCC, by telephone, e-mail or facsimile (in each case,
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orally confirmed) or by such other means as the Fund and the Company may mutually agree of such request for redemption by 9:00 a.m. Eastern time on the next following Business Day.
1.4 The Fund shall furnish, on or before the ex-dividend date, notice to the Company of any income dividends or capital gain distributions payable on the Shares of any Portfolios of the Fund. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolios Shares in additional Shares of the Portfolio. The Fund shall notify the Company or its designee of the number of Shares so issued as payment of such dividends and distributions.
1.5 The Fund shall make the NAV per share for the selected Portfolios available to the Company on a daily basis, via the NSCC and/or a mutually agreeable form, as soon as reasonably practicable after the NAV per share is calculated but shall use its best efforts to make such NAV available by 6:30 p.m. Eastern time.
1.6 At the end of each Business Day, the Company shall use the information described in Section 1.5 to calculate designated Separate Account unit values for the day. Using these unit values, the Company shall process each such Business Days Separate Account transactions based on requests and premiums received by it by the close of trading on the floor of the New York Stock Exchange (currently 4:00 p.m. Eastern time) to determine the net dollar amount of Shares which shall be purchased or redeemed at that days closing NAV per share. To the extent not inconsistent with regulatory requirements, the net purchase or redemption orders so determined shall be transmitted to the Fund by the Company by 9:00 a.m. Eastern time on the Business Day next following the Companys receipt of such requests and premiums in accordance with the terms of Sections 1.2 and 1.3 hereof.
1.7 If the Companys order requests the purchase of Fund Shares, the Company shall pay for such purchase in accordance with NSCC rules and procedures or by wiring federal funds to the Fund or its designated custodial account on the day the order is transmitted by the Company. If the Companys order requests a net redemption resulting in a payment of redemption proceeds to the Company, the Fund shall settle such redemptions in accordance with NSCC rules and procedures or use its best efforts to wire the redemption proceeds to the Company by the next Business Day,
1.8 The Fund agrees that all Shares will be sold only to Participating Insurance Companies which have agreed to participate in the Fund to fund their Separate Accounts and/or to Plans, all in accordance with the requirements of Section 817(h) of the Code and Treasury Regulation §1.817-5. Shares will not be sold directly to the general public.
1.9 The Fund may refuse to sell Shares of any Portfolios to any person, or suspend or terminate the offering of the Shares of any Portfolios if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board of Directors/Trustees of the Fund (the Board), deemed necessary, desirable or appropriate. Without limiting the foregoing, it has been determined that there is a significant risk that the Fund and its shareholders may be adversely affected by short-term or excessive trading activity, particularly activity used to try and take advantage of short-term swings in the market. Accordingly, the Fund reserves the right to reject any purchase order, including those purchase orders with respect to shareholders or accounts whose trading has been or may be disruptive to the Fund or that may otherwise adversely affect the Fund. The Company agrees to use its reasonable
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best efforts to render assistance to, and to cooperate with, the Fund to achieve compliance with the Funds policies and restrictions on short-term or excessive trading activity as they may be amended from time to time, or to the extent required by applicable regulatory requirements.
1.10 Issuance and transfer of Portfolio Shares will be by book entry only. Stock certificates will not be issued to the Company or the Separate Accounts. Shares ordered from Portfolios will be recorded in appropriate book entry titles for the Separate Accounts.
Article II. Owner Transaction Information
The parties or their relevant affiliates agree to maintain an agreement pursuant to Rule 22c-2 of the 40 Act pertaining to the transactions covered by this Agreement.
Article III. Fees and Expenses
3.1 Except as otherwise provided under this Agreement, the Fund and the Distributor shall pay no fee or other compensation to the Company under this Agreement, and the Company shall pay no fee or other compensation to the Fund or the Distributor, except as made a part of this Agreement as it may be amended from time to time with the mutual consent of the parties hereto. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party, unless otherwise specified in Schedule B of this Agreement.
Article IV. Representations and Warranties
4.1 Great-West represents and warrants that it is an insurance company duly organized and in good standing under the laws of Colorado and that it has legally and validly established each respective designated Separate Account as a segregated asset account under such laws. First Great-West represents and warrants that it is an insurance company duly organized and in good standing under the laws of New York and that it has legally and validly established each respective designated Separate Account as a segregated asset account under such laws.
4.2 The Company represents and warrants that the income, gains and losses, whether or not realized, from assets allocated to each respective designated Separate Account are, in accordance with the applicable Variable Contracts, to be credited to or charged against such Separate Account without regard to other respective income, gains or losses from assets allocated to any other accounts of the Company. The Company represents and warrants that the assets of each designated Separate Account are and will be kept separate from the Companys General Account and any other separate accounts the Company may have, and will not be charged with liabilities from any business the Company may conduct or the liabilities of any companies affiliated with the Company.
4.3 The Company represents and warrants that the Variable Contracts will be registered under the Securities Act of 1933 (the 33 Act) unless an exemption from registration is available prior to any issuance or sale of the Variable Contracts and that the Variable Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and further that the sale of the Variable Contracts shall comply in all material respects with state insurance law suitability requirements. The Company agrees to notify the Fund promptly of any investment restrictions imposed by state insurance law applicable to the Fund.
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4.4 The Company represents and warrants that the Variable Contracts are currently and at the time of issuance will be treated as life insurance, endowment or annuity contracts under applicable provisions of the Code, that it will maintain such treatment and that it will notify the Fund immediately upon having a reasonable basis for believing that the Variable Contracts have ceased to be so treated or that they might not be so treated in the future.
4.5 The Fund represents and warrants that the Portfolio Shares offered and sold pursuant to this Agreement will be registered under the 33 Act and sold in accordance with all applicable federal and state laws, and the Fund shall be registered under the 40 Act prior to and at the time of any issuance or sale of such Shares. The Fund shall amend its registration statement under the 33 Act and the 40 Act from time to time as required in order to effect the continuous offering of its Shares. The Fund shall register and qualify its Shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund.
4.6 The Fund represents and warrants that each Portfolio will comply with the diversification requirements set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation §1.817-5, and will notify the Company immediately upon having a reasonable basis for believing any Portfolio has ceased to comply or might not so comply and will immediately take all reasonable steps to adequately diversify the Portfolio to achieve compliance.
4.7 The Fund represents and warrants that each Portfolio invested in by a Separate Account intends to elect to be treated as a regulated investment company under Subchapter M of the Code, and to qualify for such treatment for each taxable year and will notify the Company immediately upon having a reasonable basis for believing it has ceased to so qualify or might not so qualify in the future.
4.8 The Fund represents and warrants that it is lawfully organized and validly existing under the laws of its state of organization and that it does and will comply in all material respects with applicable provisions of the 40 Act.
4.9 The Distributor represents and warrants that it is and will be a member in good standing of the Financial Industry Regulatory Authority, Inc. (FINRA) and is and will be registered as a broker-dealer with the SEC. The Distributor further represents that it will sell and distribute Portfolio Shares in accordance with all applicable state and federal laws and regulations, including without limitation the 33 Act, the 34 Act and the 40 Act.
4.10 The Distributor represents and warrants that it will remain duly registered and licensed in all material respects under all applicable federal and state securities laws and shall perform its obligations hereunder in compliance in all material respects with any applicable state and federal laws.
4.11 The Fund represents and warrants that all its directors, trustees, officers, employees, and other individuals/entities who deal with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than that required by Rule 17g-1 under the 40 Act. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Fund shall make all reasonable efforts to see that this bond or another bond containing these same provisions is always in effect, and each agrees to notify the
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Company in the event such coverage no longer applies.
4.12 To the extent required by Rule 17g-1 under the 40 Act, the Company represents and warrants that all of its employees and agents who deal with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage in an amount not less than that required to be maintained by entities subject to the requirements of Rule 17g-1 under the 40 Act. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Company shall make all reasonable efforts to see that this bond or another bond containing these same provisions is always in effect, and each agrees to notify the Fund in the event such coverage no longer applies.
4.13 The Fund will provide the Company with reasonably practicable advance notice of any material change affecting a Portfolio, including a material change in a Fund/Portfolios prospectus or statement of additional information, or a proxy solicitation involving a Fund/Portfolio, and will reasonably cooperate with the Company in implementing such change.
Article V. Prospectus and Proxy Statements
5.1 The Fund shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Fund.
5.2 At least annually, the Fund or its designee shall provide the Company, free of charge, with as many copies of the current prospectus for the Shares of the Portfolios as the Company may reasonably request for distribution to existing Owners whose Variable Contracts are funded by such Shares. The Fund or its designee shall provide the Company with as many more copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Variable Contracts. If requested by the Company in lieu thereof, the Fund or its designee shall provide such documentation in a mutually agreeable form and such other assistance as is reasonably necessary in order for the parties hereto once a year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Variable Contracts and the prospectus for the Fund Shares and any other fund shares offered as investments for the Variable Contracts printed at the Companys expense together in one document, provided however that the Company shall ensure that, except as expressly authorized in writing by the Fund, no alterations, edits or changes whatsoever are made to prospectuses or other Fund documentation after such documentation has been furnished to the Company or its designee, and the Company shall assume liability for any and all alterations, errors or other changes that occur to such prospectuses or other Fund documentation after any such document has been furnished to the Company or its designee.
5.3 The Fund shall provide the Company with copies of the Funds proxy statements, Fund reports to shareholders, and other Fund communications to shareholders in such quantity as the Company shall reasonably require for distributing to Owners. Alternatively and in lieu thereof, the Company may elect to print at its own expense any of the Funds proxy statements, Fund reports to shareholders, and other Fund communications to shareholders.
5.4 The Fund will provide the Company with at least one complete copy of all
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prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. Upon written request, the Company will provide the Fund with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.
Article VI. Sales Materials
6.1 The Company will furnish, or will cause to be furnished, to the Fund or the Distributor, each piece of sales literature or other promotional material in which the Fund, the Distributor or any affiliate thereof is named, at least ten (10) Business Days prior to its intended use. No such material shall be used unless the Fund or the Distributor approves such material in writing. Such approval shall be presumed given if notice to the contrary is not received by the Company within ten (10) Business Days after receipt by the Fund or the Distributor of such material.
6.2 The Fund or the Distributor will furnish, or will cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company or its Separate Accounts are named, at least ten (10) Business Days prior to its intended use. No such material shall be used unless the Company approves such material. Such approval shall be presumed given if notice to the contrary is not received by the Fund or within ten (10) Business Days after receipt by the Company of such material.
6.3 Except with the permission of the Company, neither the Fund nor the Distributor shall give any information or make any representations on behalf of the Company or concerning the Company, the Separate Accounts, or the Variable Contracts other than the information or representations contained in the registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports of the Separate Accounts for distribution to Owners of such Variable Contracts, or in sales literature or other promotional material approved by the Company or its designee. Neither the Fund nor the Distributor shall give such information or make such representations or statements in a context that causes the information, representations or statements to be false or misleading.
6.4 Except with the permission of the Fund or the Distributor, neither the Company nor its affiliates or agents shall give any information or make any representations or statements on behalf of the Fund, the Distributor or any affiliate thereof or concerning the Fund, the Distributor or any affiliate thereof, other than the information or representations contained in the registration statements or prospectuses for the Fund, as such registration statements and prospectuses may be amended or supplemented from time to time, or in reports to shareholders or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or the Distributor or designee thereof. Neither the Company nor its affiliates or agents shall give such information or make such representations or statements in a context that causes the information, representations or statements to be false or misleading.
6.5 For purposes of this Agreement, the phrase sales literature or other promotional
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material or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under FINRA rules, the 40 Act or the 33 Act.
6.6 The Company agrees and acknowledges that the Company has no right, title or interest in the names and marks of the Fund and that all use of any designation comprised in whole or part or such names or marks under this Agreement shall inure to the benefit of the Fund and the Distributor. Except as provided in Section 6.1, the Company shall not use any such names or marks on its own behalf or on behalf of a Separate Account in connection with marketing the Variable Contracts without prior written consent of the Fund and the Distributor. Upon termination of this Agreement for any reason, the Company shall cease all use of any such names or marks relating to the subject matter contemplated herein.
6.7 The Fund and the Distributor agree and acknowledge that each has no right, title or interest in the names and marks of the Company, and that all use of any designation comprised in whole or part or such names or marks under this Agreement shall inure to the benefit of the Company. Except as provided in Section 6.3, the Fund and Distributor shall not use any such names or marks on its own behalf or on behalf of the Fund in connection with marketing the Fund without prior written consent of the Company. Upon termination of this Agreement for any reason, the Fund and Distributor shall cease all use of any such names or marks relating to the subject matter contemplated herein.
Article VII. Potential Conflicts
7.1 The parties acknowledge that the Fund has received an exemptive order from the SEC granting relief from various provisions of the 40 Act and the rules thereunder to the extent necessary to permit the Fund Shares to be sold to and held by variable annuity and variable life insurance separate accounts of Participating Companies and Plans. The terms of such exemptive order (the Mixed and Shared Funding Exemptive Order) require the Fund and each Participating Company and Plan to comply with conditions and undertakings substantially as provided in this Article. In the event of any inconsistencies between the terms of the Mixed and Shared Funding Exemptive Order and those provided for in this Article, the conditions and undertakings imposed by the Mixed and Shared Funding Exemptive Order shall govern this Agreement.
7.2 The Funds Board will monitor the Fund for the existence of any material irreconcilable conflict between and among the interests of the Owners of all Participating Companies and of Plan Participants and Plans investing in the Fund, and determine what action, if any, should be taken in response to such conflicts. An irreconcilable material conflict may arise for a variety of reasons, which may include: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling or any similar action by insurance, tax or
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securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the Fund are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract Owners; (f) a decision by a Participating Insurance Company to disregard the voting instructions of Owners and (g) if applicable, a decision by a Plan to disregard the voting instructions of plan participants.
7.3 The Company will report any potential or existing conflicts to the Board. The Company will be obligated to assist the Board in carrying out its duties and responsibilities under the Mixed and Shared Funding Exemptive Order by providing the Board with all information reasonably necessary for the Board to consider any issues raised. The responsibility includes, but is not limited to, an obligation by the Company to inform the Board whenever it has determined to disregard Owners voting instructions.
7.4 If a majority of the Board, or a majority of its disinterested Board members, determines that a material irreconcilable conflict exists with regard to contract Owner investments in the Fund, the Board shall give prompt notice of the conflict and the implications thereof to all Participating Companies and Plans. If the Board determines that the Company is a relevant Participating Company or Plan with respect to said conflict, the Company shall at its sole cost and expense, and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include but shall not be limited to: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the Fund or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of the Fund, or another investment company; (b) submitting the question as to whether such segregation should be implemented to a vote of all affected Owners and as appropriate, segregating the assets of any appropriate group (i.e., variable annuity or variable life insurance contract Owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Owners the option of making such a change; and (c) establishing a new registered management investment company (or series thereof) or managed separate account. If a material irreconcilable conflict arises because of the Companys decision to disregard Owner voting instructions, and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the election of the Fund to withdraw the Separate Accounts investment in the Fund, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Owners. For the purposes of this Article, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict but in no event will the Fund or its investment adviser (or any other investment adviser of the Fund) be required to establish a new funding medium for any Variable Contract. Further, the Company shall not be required by this Article to establish a new funding medium for any Variable Contracts if any offer to do so has been declined by a vote of a majority of Owners materially and adversely affected by the irreconcilable material conflict.
7.5 The Boards determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly and in writing to the Company.
7.6 No less than annually, the Company shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out its
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obligations. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.
7.7 If and to the extent that the SEC promulgates new rules or regulations with respect to mixed or shared funding on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies as appropriate, shall take such steps as may be necessary to comply with such rules and regulations, as adopted, to the extent such rules are applicable; and (b) this Article VI shall be deemed to incorporate such new terms and conditions, and any term or condition of this Article VI that is inconsistent therewith, shall be deemed to be succeeded thereby.
7.8 The Company acknowledges it has been advised by the Fund that it may be appropriate for the Company to disclose the potential risks of mixed and shared funding in prospectuses or other applicable disclosure documents.
Article VIII. Voting
8.1 The Company will provide pass-through voting privileges to all Owners so long as the SEC continues to interpret the 40 Act as requiring pass-through voting privileges for Owners. Accordingly, the Company, where applicable, will vote Shares of the Portfolio held in its Separate Accounts in a manner consistent with voting instructions timely received from its Owners. The Company will vote Shares for which it has not received timely voting instructions, as well as Shares it owns, in the same proportion as its votes those Shares for which it has received voting instructions. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund Shares held for such Owners.
Article IX. Indemnification
9.1 Indemnification by the Company. (a) Subject to Section 9.3 below, the Company agrees to indemnify and hold harmless the Fund and the Distributor, and each of their trustees, directors, members, principals, officers, partners, employees and agents and each person, if any, who controls the Fund or the Distributor within the meaning of Section 15 of the 33 Act (collectively, the Indemnified Parties for purposes of this Article) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company, which consent shall not be unreasonably withheld) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of Shares or the Variable Contracts and:
(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Variable Contracts or contained in the Variable Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of an Indemnified Party for use in the registration statement or prospectus for the Variable Contracts or in the
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Variable Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Fund Shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Variable Contracts or Fund Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company; or
(iv) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or
(v) arise out of information or instructions from the Company or its agents concerning the purchase, redemption, transfer or other transaction in Fund Shares, to the extent that such information is relied upon or such instructions are followed by the Fund and/or the Distributor; or
(vi) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company.
(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement.
(c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate at its own expense in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
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9.2 Indemnification by the Fund and the Distributor. (a) Subject to Section 9.3 below, the Fund and the Distributor agree to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 33 Act (collectively, the Indemnified Parties for the purposes of this Article) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund and the Distributor which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds Shares or the Variable Contracts and:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Fund or the Distributor by or on behalf of the Company for use in the registration statement or prospectus for the Fund (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or Shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by the Fund or the Distributor or persons under its control) or wrongful conduct of the Fund or the Distributor or persons under its control, with respect to the sale or distribution of the Variable Contracts or Shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus covering the Variable Contracts, or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company for inclusion therein by or on behalf of the Fund or the Distributor; or
(iv) arise as a result of a failure by the Fund or the Distributor to provide the services and furnish the materials under the terms of this Agreement, including the failure to execute or properly execute any redemption, transfer or other transaction in Fund Shares; or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Fund or the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund or the Distributor.
(b) Neither the Fund nor the Distributor shall be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful
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misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement.
(c) The Fund or the Distributor, as the case may be, shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund or the Distributor, as the case may be, in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund or the Distributor of any such claim shall not relieve the Fund or the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund or the Distributor shall be entitled to participate at its own expense in the defense thereof. The Fund or the Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund or the Distributor to such party of the Funds or the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund or the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
9.3 Indemnification for Errors. In the event of any error or delay with respect to information regarding the calculation of the NAV, purchase, redemption, transfer or registration of Shares of the Fund, the parties agree that each is obligated to make the Separate Accounts and/or the Fund, respectively, whole for any error or delay that it causes, subject in the case of pricing errors to the related Portfolios policies on materiality of pricing errors. In addition, each party agrees to compensate the other party for any reasonable cost of reprocessing and/or adjustments to an Owners account and or a Fund/Portfolio, as applicable, provided however the minimum and maximum amounts that would be payable by either party for any such reprocessing and/or adjustment costs (not including amounts to make Owners - Fund/Portfolio whole) are $250 and $8,000, respectively. In the event that an Owner receives less than his proportionate, indirect ownership interest in a Portfolio from a related purchase, redemption or exchange due to the error of the Company or any affiliate, the Company shall solely be responsible for compensating the Owner. Each party agrees to provide the other with prompt notice of any errors or delays of the type referred to in this Section.
Article X. Term; Termination
10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.
10.2 This Agreement shall terminate in accordance with the following provisions:
(a) At the option of the Company or the Fund at any time from the date hereof upon ninety (90) days notice, unless a shorter time is agreed to by the parties;
(b) At the option of the Company, if Fund Shares are not reasonably available to meet
13
the requirements of the Variable Contracts as determined by the Company. Prompt notice of election to terminate shall be furnished by the Company, said termination to be effective ten days after receipt of notice unless the Fund makes available a sufficient number of Shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;
(c) At the option of the Company, upon the institution of formal proceedings against the Fund by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Companys reasonable judgment, materially impair the Funds ability to meet and perform the Funds obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Company with said termination to be effective upon receipt of notice;
(d) At the option of the Fund, upon the institution of formal proceedings against the Company by the SEC, FINRA, or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Funds reasonable judgment, materially impair the Companys ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by the Fund with said termination to be effective upon receipt of notice;
(e) In the event the Funds Shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such Shares as the underlying investment medium of Variable Contracts issued or to be issued by the Company. Termination shall be effective upon such occurrence without notice;
(f) At the option of the Fund if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if the Fund reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by the Company;
(g) At the option of the Company, upon the Funds breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Company within ten days after written notice of such breach is delivered to the Fund;
(h) At the option of the Fund, upon the Companys breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of the Fund within ten days after written notice of such breach is delivered to the Company;
(i) At the option of the Fund, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice; and
(j) In the event this Agreement is assigned without the prior written consent of the Company, the Fund, and the Distributor, termination shall be effective immediately upon such occurrence without notice.
10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, the Fund at the option of the Company will continue for a period of six (6) months following termination to make available additional Fund Shares, as provided below, pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective
14
date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the Owners of the Existing Contracts or the Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the payment of additional premiums under the Existing Contracts.
Article XI. Notices
11.1 Any notice hereunder shall be given by registered or certified mail return receipt requested to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:
Lord Abbett Family of Funds
90 Hudson Street
Jersey City, NJ 07302
Attention: General Counsel
If to the Distributor:
Lord Abbett Distributor LLC
90 Hudson Street
Jersey City, NJ 07302
Attention: General Counsel
If to the Company:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attention: Ron Laeyendecker, Senior Vice President
Cc: Beverly Byrne, Chief Compliance Officer, Chief
Legal Counsel, Financial Services
First Great-West Life & Annuity Insurance Company
c/o Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attention: Ron Laeyendecker, Senior Vice President
Cc: Beverly Byrne, Chief Compliance Officer, Chief
Legal Counsel, Financial Services
Notice shall be deemed given on the date of receipt by the addressee as evidence by the return receipt.
Article XII. Miscellaneous
12.1 Privacy. Each party hereto acknowledges that, by reason of its performance under
15
this Agreement, it shall have access to, and shall receive from the other party (and its affiliates, partners and employees), the confidential information of the other party (and its affiliates, partners and employees), including but not limited to the nonpublic personal information of their consumers within the meaning of SEC Regulation S-P (collectively, Confidential Information). Each party shall hold all such Confidential Information in the strictest confidence and shall use such Confidential Information solely in connection with its performance under this Agreement and for the business purposes set forth in this Agreement. Under no circumstances may a party cause any Confidential Information of the other party to be disclosed to any third party or reused or redistributed without the other partys prior written consent.
12.2 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.3 Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.4 Governing Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Colorado. It shall also be subject to the provisions of the federal securities laws and the rules and regulations thereunder and to any orders of the SEC granting exemptive relief therefrom and the conditions of such orders.
12.5 Liability. This Agreement has been executed on behalf of the Fund by the undersigned officer of the Fund in his or her capacity as an officer of the Fund. The obligations of this Agreement shall be binding upon the assets and property of the Fund and each respective Portfolio thereof only and shall not be binding on any Director/Trustee, officer or shareholder of the Fund individually. In addition, notwithstanding any other provision of this Agreement, no Portfolio shall be liable for any loss, expense, fee, charge or liability of any kind relating to or arising from the actions or omissions of any other Portfolio or from the application of this Agreement to any other Portfolio. It is also understood that each of the Portfolios shall be deemed to be entering into a separate Agreement with the Company so that it is as if each of the Portfolios had signed a separate Agreement with the Company and that a single document is being signed simply to facilitate the execution and administration of the Agreement.
12.6 Inquiries and Investigations. Each party shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
12.7 Subcontractors, Agents or Affiliates. The Company may hire or make arrangements for subcontractors, agents or affiliates to perform the services set forth in this Agreement. The Company shall provide the Fund with written notice of the names of any subcontractors or agents the Company hires or arranges to perform such services, and any specific operational requirements that arise as a result of such arrangement. The Company agrees that it is and will be responsible for the acts and omissions of its subcontractors, affiliates, and agents and that the indemnification provided by the Company in Section 9 of this Agreement shall be deemed to cover the acts and omissions of such subcontractors, affiliates, and agents to the same extent as if they were the acts or omissions of the Company.
16
12.8 Client Lists. The Company hereby consents to the Distributors, the Funds, or its investment advisers use or reference to the Companys name in connection with any full, partial or representative list of clients.
12.9 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreement and understandings relating to the subject matter hereof.
12.10 Amendment, Waiver and Other Matters. Neither this Agreement, nor any provision hereof, may be amended, waived, modified or terminated in any manner except by a written instrument properly authorized and executed by all parties hereto. 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.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Fund Participation Agreement as of the date and year first above written.
LORD ABBETT SERIES FUND, INC. |
LORD ABBETT DISTRIBUTOR LLC | |||||||
By: Lord, Abbett & Co. LLC, its Managing Member | ||||||||
By: |
/s/ Lawrence H. Kaplan |
By: |
/s/ Lawrence H. Kaplan | |||||
Lawrence H. Kaplan |
Lawrence H. Kaplan | |||||||
Vice President and Secretary |
Member |
GREAT-WEST LIFE & INSURANCE COMPANY | ||
By: |
/s/ Susan Gile | |
Name: |
Susan Gile | |
Title: |
V.P., Individual Markets |
FIRST GREAT-WEST LIFE & INSURANCE COMPANY | ||
By: |
/s/ Ron Laeyendecker | |
Name: |
Ron Laeyendecker | |
Title: |
Senior Vice President |
17
SCHEDULE A
Separate Accounts
COLI VUL 7 Series Account of Great-West
COLI VUL 1 Series Account of First Great-West
SCHEDULE B
Expenses
The Fund and/or Distributor, and GWL&A will coordinate the functions and pay the costs of completing these functions based upon an allocation of costs in the tables below.
Item | Function | Party Responsible for
|
Party Responsible
| |||
Fund Prospectus | Printing of combined prospectuses, or compiling of electronic prospectus, if needed in the future | GWL&A | Fund or Distributor, as applicable | |||
Fund or Distributor shall supply GWL&A with such numbers of the Designated Portfolio(s) prospectus(es) as GWL&A shall reasonably request | GWL&A | Fund or Distributor, as applicable | ||||
Distribution to New and In-force Clients | GWL&A | GWL&A | ||||
Distribution to Prospective Clients | GWL&A | GWL&A | ||||
Fund Prospectus Update & Distribution | If Required by Fund or Distributor | Fund or Distributor | Fund or Distributor | |||
If Required by GWL&A | GWL&A | GWL&A | ||||
Fund SAI | Printing | Fund or Distributor | Fund or Distributor | |||
Distribution | GWL&A | GWL&A | ||||
Proxy Material for Fund: | Printing if proxy required by Law | Fund or Distributor | Fund or Distributor | |||
Distribution to Contract owners (including labor, if required) if proxy required by Law | GWL&A | Fund or Distributor | ||||
Printing & distribution if required by GWL&A | GWL&A | GWL&A | ||||
Fund Annual & Semi- Annual Report | Printing of combined reports | GWL&A | Fund or Distributor | |||
Distribution | GWL&A | GWL&A | ||||
Other communication to New and Prospective Clients | If Required by Fund or Distributor | GWL&A | Fund or Distributor |
If Required by GWL&A | GWL&A | GWL&A | ||||
Item | Function | Party Responsible for Coordination |
Party Responsible for Expense | |||
Other communication to in-force | Distribution (including labor and printing) if required by Fund or Distributor | GWL&A | Fund or Distributor | |||
Distribution (including labor and printing) if required by GWL&A | GWL&A | GWL&A | ||||
Errors in Share Price calculation | Cost of error to participants | GWL&A | In accordance with §9.3 | |||
Cost of administrative work to correct error | GWL&A | In accordance with §9.3 | ||||
Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the fund pursuant to any shareholder services plan | Fund or Distributor | Fund or Distributor |
20
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT (Agreement) made as of the 21th day of August, 2013, by and among Lord Abbett Series Fund, Inc. (the Fund) a Maryland Corporation, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a Portfolio) and collectively, the Portfolios), Lord Abbett Distributor LLC, a New York limited liability company (the Distributor), Great-West Life & Annuity Insurance Company (Great-West), a life insurance company organized under the laws of the State of Colorado, on behalf of itself and its separate account listed on attached Schedule A, and Great-West Life & Annuity Insurance Company of New York, formerly known as First Great-West Life & Annuity Company (Great-West of New York), a life insurance company organized under the laws of the State of New York, on behalf of itself and its separate account listed on attached Schedule A (collectively the Company)
WHEREAS, the Company, the Fund and the Distributor are parties (the Parties) to a Participation Agreement dated September 8, 2011 (the Agreement); and
WHEREAS, the Parties desire to add a Separate Account to Schedule A of the Agreement.
NOW, THEREFORE, in consideration of their mutual promises, the Fund, the Distributor and the Company agree as follows:
1. | All references to the Separate Accounts shall include the COLI VUL-14 Series Account of Great-West. |
2. | Schedule A is deleted in its entirety and replaced with the Schedule A attached hereto. |
1
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the date and year first above written.
LORD ABBETT SERIES FUND, INC. | ||
By: |
/s/ Lawrence H. Kaplan | |
Name: |
Lawrence H. Kaplan | |
Title: |
Vice President and Secretary | |
LORD ABBETT DISTRIBUTOR LLC, by Lord, Abbett & Co. LLC, its Managing Member | ||
By: |
/s/ Lawrence H. Kaplan | |
Name: |
Lawrence H. Kaplan | |
Title: |
Member | |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | ||
By: |
/s/ Susan Gile | |
Name: |
Susan Gile | |
Title: |
V.P. Individual Markets | |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK | ||
By: |
/s/ Ron Laeyendecker | |
Name: |
Ron Laeyendecker | |
Title: |
Senior Vice President |
2
SCHEDULE A
Separate Accounts
COLI VUL-7 Series Account of Great-West
COLI VUL-14 Series Account of Great-West
COLI VUL-1 Series Account of Great-West of New York
3
SECOND AMENDMENT TO FUND
PARTICIPATION AGREEMENT
* * *
This Second Amendment to Fund Participation Agreement (the Amendment) is entered into as of April 1, 2014, by and among Lord Abbett Series Fund, Inc. (the Fund), Lord Abbett Distributor LLC (the Distributor), Great-West Life & Annuity Insurance Company (Great-West) and Great-West Life & Annuity Insurance Company of New York (formerly First Great-West Life & Annuity) (Great-West NY) (Great West and Great West NY collectively referred to as Company) (each a Party and collectively the Parties).
WHEREAS, the Parties entered into a Fund Participation Agreement dated September 8, 2011 (the Agreement), as amended August 21, 2013, and the Parties now desire to amend the Agreement to add certain Separate Accounts that offer registered variable annuity contracts, and to provide for fee payments in connection the servicing connected therewith; and
WHEREAS, unless otherwise defined herein, capitalized terms used herein have the same meaning as in the Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants expressed herein, and pursuant to Section 12.10 of the Agreement, the Parties agree to amend the Agreement as follows:
1. The fifth Recital of the Agreement is deleted in its entirety and replaced with the following new fifth Recital:
WHEREAS, the Company has established or will establish one or more designated separate accounts (Separate Accounts) to offer certain registered variable annuity contracts (VA Contracts) and certain unregistered variable life contracts (VL Contracts) (VA Contracts and VL Contracts are collectively referred to as Variable Contracts) and is desirous of having the Fund as one of the underlying funding vehicles for such Variable Contracts; and
2. Schedule A to the Agreement is hereby deleted in its entirety and replaced with the attached new Schedule A.
3. Section 3.1 of the Agreement is deleted in its entirety and replaced with the following new Section 3.1:
3.1 The Fund shall pay the Company a shareholder service fee and an administrative service fee as set forth in the attached Schedule C of the Agreement. The Fund and the Distributor shall pay no other fee or compensation to the Company under this Agreement and the Company shall pay no fee or compensation to the Fund or the Distributor, except as made a part of this Agreement as it may be amended from time to time with the mutual consent of the Parties. All expenses incident to performance by each Party of its respective duties under this Agreement shall be paid by that Party, unless otherwise specified in Schedule B of this Agreement.
3. The attached new Schedule C is added to the Agreement.
4. In the event of any inconsistencies between the Agreement and the Amendment, the terms of the Amendment shall govern. All other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.
LORD ABBETT SERIES FUND, INC. | ||
By: |
/s/ Lawrence H. Kaplan | |
Lawrence H. Kaplan | ||
Vice President and Secretary | ||
LORD ABBETT DISTRIBUTOR LLC, BY ITS MANAGING MEMBER, LORD, ABBETT & CO. LLC | ||
By: |
/s/ Lawrence H. Kaplan | |
Lawrence H. Kaplan | ||
Member | ||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | ||
By: |
/s/ Susan Gile | |
Name: |
Susan Gile | |
Title: |
V.P. Individual Markets | |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK | ||
By: |
/s/ Ron Laeyendecker | |
Name: |
Ron Laeyendecker | |
Title: |
Senior Vice President |
(Schedule A to follow)
2
SCHEDULE A
SEPARATE ACCOUNTS
COLI VUL-7 Series Account of Great-West (VL Contracts)
COLI VUL-14 Series Account of Great-West (VL Contracts)
COLI VUL-1 Series Account of Great-West NY (VL Contracts)
Variable Annuity-1 Series Account of Great-West (VA Contracts)
Variable Annuity-2 Series Account of Great-West (VA Contracts)
Variable Annuity-1 Series Account of Great-West NY (VA Contracts)
Variable Annuity-2 Series Account of Great-West NY (VA Contracts)
(Schedule C to follow)
3
SCHEDULE C
VARIABLE CONTRACT FEES
The Fund shall pay the following fees to the Company in return for shareholder services and administrative (sub-accounting) services provided by Company relating shares of the Fund held in Variable Contracts Separate Accounts:
Shareholder Services Fee (non-Rule 12b-1): Annual rate of 0.25% of the average daily net asset value of shares of the Fund held by the Variable Contracts Separate Accounts.
Administrative Services Fee (sub-accounting fee): Annual rate of 0.10% of the average daily net asset value of shares of the Fund held by the Variable Contracts Separate Accounts. The above-referenced fees shall be calculated daily and paid quarterly. The average net value of shares of the Fund shall be calculated in accordance with the procedure set forth in the Funds current prospectus and statement of additional information. The Parties agree that the administrative services fee is for administrative services only and does not constitute payment in any manner for distribution services.
4
THIRD AMENDMENT TO FUND
PARTICIPATION AGREEMENT
* * *
This Third Amendment to Fund Participation Agreement (the Amendment) is entered into as of April 17, 2015, by and among Lord Abbett Series Fund, Inc. (the Fund), Lord Abbett Distributor LLC (the Distributor), Great-West Life & Annuity Insurance Company (Great-West) and Great-West Life & Annuity Insurance Company of New York (Great-West NY) (Great West and Great West NY collectively referred to as Company) (each a Party and collectively the Parties).
WHEREAS, the Parties entered into a Fund Participation Agreement dated September 8, 2011 (the Agreement), as amended, and the Parties now desire to amend the Agreement to add certain Separate Accounts that offer registered variable life insurance contracts; and
WHEREAS, unless otherwise defined herein, capitalized terms used herein have the same meaning as in the Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants expressed herein, and pursuant to Section 12.10 of the Agreement, the Parties agree to amend the Agreement as follows:
1. The fifth Recital of the Agreement is deleted in its entirety and replaced with the following new fifth Recital:
WHEREAS, the Company has established or will establish one or more designated separate accounts (Separate Accounts) to offer certain registered variable annuity contracts (VA Contracts) and certain registered and unregistered variable life contracts (VL Contracts) (VA Contracts and VL Contracts are collectively referred to as Variable Contracts) and is desirous of having the Fund as one of the underlying funding vehicles for such Variable Contracts; and
2. Schedule A to the Agreement is hereby deleted in its entirety and replaced with the attached new Schedule A.
3. In the event of any inconsistencies between the Agreement and the Amendment, the terms of the Amendment shall govern. All other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.
(Signature page to follow)
LORD ABBETT SERIES FUND, INC. | ||
By: | /s/ Lawrence H. Kaplan | |
Lawrence H. Kaplan Vice President and Secretary |
LORD ABBETT DISTRIBUTOR LLC, BY ITS MANAGING MEMBER, LORD, ABBETT & CO. LLC |
By: | /s/ Lawrence H. Kaplan | |
Lawrence H. Kaplan | ||
Member |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
By: | /s/ Susan Gile | |
Name: | Susan Gile | |
Title: | V.P. Individual Markets |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK |
By: | /s/ Ron Laeyendecker | |
Name: | Ron Laeyendecker | |
Title: | Senior Vice President |
(Schedule A to follow)
2
SCHEDULE A
SEPARATE ACCOUNTS
COLI VUL-2 Series Account of Great-West (VL Contracts)
COLI VUL-4 Series Account of Great-West (VL Contracts)
COLI VUL-7 Series Account of Great-West (VL Contracts)
COLI VUL-14 Series Account of Great-West (VL Contracts)
COLI VUL-1 Series Account of Great-West NY (VL Contracts)
COLI VUL-2 Series Account of Great-West NY (VL Contracts)
Variable Annuity-1 Series Account of Great-West (VA Contracts)
Variable Annuity-2 Series Account of Great-West (VA Contracts)
Variable Annuity-1 Series Account of Great-West NY (VA Contracts)
Variable Annuity-2 Series Account of Great-West NY (VA Contracts)
3
AMENDMENT TO PARTICIPATION AGREEMENT
THIS AMENDMENT, made and entered into as of the first day of April, 2017, is to the Participation Agreement dated April 1, 2011, by and among Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York (f/k/a First Great-West Life & Annuity Insurance Company), MFS Variable Insurance Trust, MFS Variable Insurance Trust II, and MFS Fund Distributors, Inc., as amended (the Participation Agreement).
WHEREAS, the parties desire to add to the Agreement MFS Variable Insurance Trust III (Trust III), an open-end management investment company and Delaware statutory trust for which MFD serves as principal underwriter;
NOW, THEREFORE, in consideration of their mutual promises, the Trusts, the Insurer, and MFD hereby agree as follows:
1. | Trust III is hereby added as a party. |
2. | All references to Trust(s) now include, as the context may require, Trust III. |
3. | Article XIII, Notices, is hereby restated in its entirety as follows: |
ARTICLE XI. Section 11.3 NOTICES
Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier, email or facsimile to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to Insurer:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Email:
Attn: Ron Laeyendecker, Senior Vice President
Pc: Ryan Logsdon | Associate General Counsel, Products & Corporate
Great-West Life & Annuity Insurance Company of New York
8515 East Orchard Road
Greenwood Village, CO 80111
Email:
Attn: Ron Laeyendecker, Senior Vice President
Pc: Ryan Logsdon | Associate General Counsel, Products & Corporate
If to Trusts:
MFS Variable Insurance Trust I, MFS Variable Insurance Trust II and MFS Variable Insurance Trust III
111 Huntington Avenue
Boston, Massachusetts 02199
email: DLGDSDealerSpt@MFS.com
Facsimile No.: (617) 954-5182
Attn: Ethan Corey, Assistant Secretary
If to MFD:
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, Massachusetts 02199
email: DLGDSDealerSpt@MFS.com
Attn: General Counsel
5. Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached hereto.
Terms not otherwise defined herein have the definitions ascribed to them in the Participation Agreement. Except as expressly amended hereby, the Participation Agreement shall continue in full force and effect and unamended.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Participation Agreement to be executed in its name and on its behalf by its duly authorized representative:
MFS VARIABLE INSURANCE TRUST MFS VARIABLE INSURANCE TRUST II MFS VARIABLE INSURANCE TRUST III |
GREAT-WEST LIFE & ANNUITY INSURANCI COMPANY By its authorized officer, | |||||||
on behalf of their respective Portfolios | ||||||||
By their authorized officer and not individually, | ||||||||
By: | /s/ Ethan Corey |
By: | /s/ Susan Gile | |||||
Ethan Corey | Name: Susan Gile | |||||||
Assistant Secretary/ Assistant Clerk | Title: VP - Individual Markets | |||||||
MFS FUND DISTRIBUTORS, INC. By its authorized officer, |
GREAT-WEST LIFE & ANNUITY INSURANCI COMPANY of New York | |||||||
By its authorized officer, | ||||||||
By: | /s/ James A. Jessee |
By: | /s/ Ron Laeyendecker | |||||
James A. Jessee | Name: | Ron Laeyendecker | ||||||
President | Title: | Senior Vice President |
SCHEDULE A
ACCOUNTS, POLICIES, AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
Portfolios Applicable to Separate Accounts:
All Portfolios or series of shares of the Trusts that are available and open to new investors on or after the effective date of this Amendment
Share Class
All Share Classes available under the Trusts
Separate Accounts:
COLI VUL 2 of GWLA
COLI VUL 4 of GWLA
COLI VUL 7 of GWLA
COLI VUL 1 of FGWLA
COLI VUL 2 of FGWLA
COLI VUL 4 of FGW
EXECUTION VERSION
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 5th day of November, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A), PIMCO VARIABLE INSURANCE TRUST (the Trust), PACIFIC INVESTMENT MANAGEMENT COMPANY LLC (the Adviser), and ALLIANZ GLOBAL INVESTORS DISTIBUTORS LLC (formerly known as PIMCO ADVISORS DISTRIBUTORS LLC) (the Distributor), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, First GWL&A, the Trust, the Adviser and the Distributor are parties to a Fund Participation Agreement dated March 1, 2004 and amended August 31, 2007 (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional separate Accounts not subject to registration under the 1933 Act or the 1940 Act; and
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
All references to the First GWL&A Account now includes COLI VUL Series Account 1 (First GWL&A). |
2. |
All references to the GWL&A Account now include COLI VUL Series Account 7 (GWL&A). |
3. |
Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
4. |
Paragraph 2.1 is amended to add the following at the end of the paragraph: if such registration is required. |
[Intentionally Left Blank]
(Signatures located on the following page)
1
EXECUTION VERSION
IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date and year first written above.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: | /s/ Ron Laeyendecker | |
Name: Ron Laeyendecker | ||
Title: | Senior Vice-President | |
Date: | 11/13/08 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: | /s/ ROBERT K. SHAW | |
Name: ROBERT K. SHAW | ||
Title: | Sr. VP | |
Date: | 11/14/08 |
PIMCO VARIABLE INSURANCE TRUST
By its authorized officer,
|
||||||
By: | /s/ Ernest L. Schmider |
|||||
Name: |
Ernest L. Schmider | |||||
Title: |
President | |||||
Date: |
2
EXECUTION VERSION
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By its authorized officer,
|
| |||||
By: | /s/ Ernest L. Schmider |
|||||
Name: | Ernest L. Schmider | |||||
Title: | Managing Director | |||||
Date: |
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
(formerly known as PIMCO ADVISORS DISTRIBUTORS LLC)
By its authorized officer,
|
| |||||
By: |
|
| ||||
Name: |
||||||
Title: |
Managing Director |
|||||
Date: |
12/5/08 |
3
EXECUTION VERSION
SCHEDULE A
Contract |
Form Number | |
COLI VUL-1 Series Account (First GWL&A) |
PPVUL NY | |
COLI VUL-2 Series Account (GWL&A) |
J355 | |
COLI VUL-2 Series Account (First GWL&A) |
J355NY | |
COLI VUL-4 Series Account (GWL&A) |
J500 | |
COLI VUL-4 Series Account (First GWL&A) |
J500NY | |
COLI VUL-7 Series Account (GWL&A) |
PPVUL |
4
FUND PARTICIPATION AGREEMENT
Among
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
PIONEER VARIABLE CONTRACTS TRUST
PIONEER INVESTMENT MANAGEMENT, INC.
AND
PIONEER FUNDS DISTRIBUTOR, INC.
THIS FUND PARTICIPATION AGREEMENT (the Agreement) is made and entered into as of this day of , 2016 (the Effective Date) by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter GWL&A), a Colorado life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B attached hereto (the GWL&A Account(s)); GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (hereinafter GWL&ANY), a New York life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B (the GWL&ANY Account(s)); (the GWL&A Account(s) and the GWL&ANY Account(s) may be referred to herein individually, or collectively as the Accounts) (GWL&A and GWL&ANY may be referred to herein individually, each as an Insurance Party, or collectively as the Insurance Parties); PIONEER VARIABLE CONTRACTS TRUST (hereinafter the Fund);, a trust _organized under the laws of Delaware; PIONEER INVESTMENT MANAGEMENT, INC. (hereinafter the Adviser), a corporation organized under the laws of Delaware; and PIONEER FUNDS DISTRIBUTOR, INC. (hereinafter the Distributor) a corporation organized under the laws of Massachusetts (each a Party and collectively the Parties).
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 (the 1940 Act) and its shares are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (the SEC), dated July 9, 1997 (File No. 812-10494) (the Mixed and Shared Funding Exemptive Order) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance companies that may or may not be affiliated with one another and qualified pension and retirement plans (Qualified Plans);
WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act) and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (the FINRA); and
WHEREAS, the Insurance Parties have certain registered and unregistered variable annuity and variable life contracts supported wholly or partially by the Accounts (the Contracts) to be made available to owners thereof, including any participants or employees of such owners as applicable (Contract Owners); and
WHEREAS, to the extent required by applicable law, the Insurance Parties have registered the Account(s)as a unit investment trust under the 1940 Act unless excepted from registration pursuant to Section 3(c)(7) or Section 3(c)(11) of the 1940 Act, and have registered the securities deemed to be issued by the Account(s) under the 1933 Act unless exempt from registration; and
WHEREAS, the GWL&A Account(s) is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GWL&A, under the insurance laws of the State of Colorado, to set aside and invest assets attributable to the GWL&A Contracts, and the GWL&ANY Account(s) is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GWL&ANY, under the insurance laws of the State of New York, to set aside and invest assets attributable to the GWL&ANY Contracts; and
WHEREAS, to the extent permitted by applicable laws and regulations, GWL&A and GWL&ANY intend to purchase shares in the Fund(s) listed in Schedule A attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement (the Designated Portfolio(s)), on behalf of their respective Accounts to fund the applicable Contracts, and the Fund is authorized to sell such shares to unregistered unit investment trusts such as the Accounts at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Accounts also intend to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Accounts to fund the Contracts; and
WHEREAS, GWL&A has arrangements with GWL&ANY to provide administrative services, including certain services related to certain performances contemplated herein by GWL&ANY; and
WHEREAS, GWL&A and GWL&ANY intend to utilize their 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 the FINRA, to transmit instructions for the purchase, redemption and transfer of Fund shares on behalf of the Accounts, and alone, or with the assistance of a recordkeeping affiliate, to perform certain recordkeeping functions associated with the transfer of Fund shares into and out of the Accounts in order to recognize certain organizational economies; and
WHEREAS, the Parties intend for the following Agreement to supplant and supersede any and all prior executed agreements involving the Parties, their affiliates, Safeco Life & Investments, and/or Safeco Mutual Funds (or any similar derivation thereof) covering the same subject matter as described herein; and
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. All purchases, redemptions and exchanges of Designated Portfolio shares for the Accounts, in addition to the pricing and correction thereof, of Designated Portfolio shares, shall be governed by and subject to the terms of the Trading and NSCC Fund/SERV Networking Agreement, by and between GWFS and Pioneer Funds Distributor, Inc., dated October 10, 2000, as amended from time to time.
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 2 of 26 |
1.2. Notwithstanding Section 1.1 of this Agreement, if an adjustment is necessary to correct an error which has caused Contract owners to receive less than the amount to which they are entitled, the number of shares of the applicable sub-account of such Contract owners will be adjusted and the amount of any underpayments shall be credited by the Adviser or the fund to GWL&A and GWL&ANY for crediting of such amounts to the applicable Contract owners accounts. Upon notification by the Adviser of any overpayment due to an error, GWL&A or GWL&ANY, as applicable, shall promptly remit to Adviser or the Fund any overpayment that has not been paid to Contract owners; however, Adviser acknowledges that GWL&A or GWL&ANY, as applicable, does not intend to seek additional payments from any Contract owner who, because of a pricing error, may have underpaid for units of interest credited to his/her account. In no event will GWL&A or GWL&ANY be liable to Contract owners for any such adjustments or underpayment amounts, unless GWL&A or GWL&ANY is solely at fault, in which case such party shall bear such costs.
ARTICLE II. Representations and Warranties
2.1. GWL&A represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the GWL&A Account prior to any issuance or sale of units thereof as a segregated asset account under Colorado Law. GWL&ANY represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the GWL&ANY Account prior to any issuance or sale of units thereof as a segregated asset account under New York law.
2.2. Each of the Insurance Parties represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Contracts will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act. GWL&A further represents and warrants that it (i) is an insurance company duly organized and in good standing under applicable law; (ii) has legally and validly established each Account as a segregated asset account under applicable law; (iii) has registered or, prior to any issuance or sale of the Contracts, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Contracts, and (iv) will maintain such registration for so long as any Contracts are outstanding. The Insurance Parties shall amend the registration statements under the 1933 Act for the Contracts and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Insurance Parties shall register and qualify the Contracts for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by them. At the time the Insurance Parties are required to deliver the Funds prospectus or statement of additional information to a purchaser of Shares in accordance with the requirements of federal or state securities laws, the Insurance Parties shall distribute to such Contract purchasers the then current Fund prospectus, as supplemented.
2.3. Each of the Insurance Parties represents and warrants that the Contracts are currently and at the time of issuance will be treated as life insurance, endowment or annuity contracts under applicable provisions of the Code, that it will maintain such treatment and that it will notify the Fund or the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.
2.4. Each of the Insurance Parties represents and warrants that GWFS, the underwriter for the individual variable annuity contracts and the variable life policies, is a member in good standing of FINRA and is a registered broker-dealer with the SEC. Each of the Insurance Parties represents and warrants that GWL&A, GWL&ANY and GWFS will sell and distribute such contracts and policies in accordance in all material respects with all applicable state and federal laws.
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 3 of 26 |
2.5. The Fund represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2.6. The Fund and Adviser agree to comply with applicable provisions and SEC staff interpretations of the 1940 Act to assure that the investment advisory or management fees paid to the Adviser by the Fund are in accordance with the requirements of the 1940 Act. To the extent that the Fund finances distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have its Board, a majority of whom are not interested persons of the Fund, formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses.
2.7. The Fund represents and warrants that the investment policies, fees and expenses of the Designated Portfolio(s) are and shall at all times remain in compliance with the Funds Prospectus and any Applicable Law. The Fund and Distributor represent and warrant that they will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with all Applicable Law. The Fund and Distributor shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by Applicable Law. The Insurance Parties will endeavor to keep each other and the Adviser informed of any change in state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a Law Change). In the event of a Law Change, the Fund agrees that it may (in its sole discretion) take any action required by a Law Change.
2.8. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act.
2.9. The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.
2.10. The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Fund in compliance in all material respects with the laws of the Commonwealth of Massachusetts and any applicable state and federal securities laws.
2.11. The Fund and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to lime. The aforesaid bonds must include coverage for larceny and embezzlement and must be issued by a reputable bonding company.
2.12. The Fund will provide the Insurance Parties with as much advance notice as is reasonably practicable of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated Portfolio(s) and consult with the Insurance Parties in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them in conjunction with regular annual updates of the prospectus for the Contracts. The Fund agrees to share equitably in expenses incurred by the Insurance Parties as a result
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 4 of 26 |
of actions taken by the Fund, consistent with the allocation of expenses contained in Schedule C attached hereto and incorporated herein by reference.
2.13. No less frequently than annually, the Insurance Parties shall submit to the Board of Trustees of the Fund (the Board) such reports, material or data as the Board may reasonably request so that it may carry out fully the obligations imposed upon it by the conditions contained in the Mixed and Shared Funding Exemptive Order pursuant to which the SEC has granted exemptive relief to permit mixed and shared funding.
2.14. Each of the Insurance Parties represents and warrants, for purposes other than diversification under Section 817 of the Code, that the Contracts are currently at the time of issuance and, assuming the Fund meets the requirements of Article VI, will be treated as annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Fund, the Adviser, and the Distributor immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, each of the Insurance Parties represents and warrants that each Account is a segregated asset account and that interests in the Account are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Insurance Parties will use every effort to continue to meet such definitional requirements and will notify the Fund, the Adviser, and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. Each of the Insurance Parties represents and warrants represents and warrants that it will not purchase Fund shares with assets derived from tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. If applicable state or federal laws or regulations require that prospectuses for the Fund be distributed to all Contract owners, then at least annually, the Adviser or Distributor shall provide the Insurance Parties with as many copies of the Funds current prospectus for the Designated Portfolio(s) as the Insurance Parties may reasonably request for marketing purposes (including distribution to Contract owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C. If requested by the Insurance Parties in lieu thereof, the Adviser, Distributor or Fund shall provide such documentation (including a camera-ready copy and computer diskette of the current prospectus for the Designated Portfolio(s)) and other assistance as is reasonably necessary in order for the Insurance Parties once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have the prospectus for the Contracts and the Funds prospectus for the Designated Portfolio(s) printed together in one document. The Fund and Adviser agree that in the future, the Insurance Parties may request that the prospectus (and semi-annual and annual reports) for the Designated Portfolio(s) describe only the Designated Portfolio(s) and not name or describe any other portfolios or series that may be in the Fund, unless required by law. Should the Insurance Parties determine that they will make the prospectuses available in an electronic format, the Fund, Adviser or Distributor, as applicable agree to assist the Insurance Parties in obtaining the required information from EDGAR and the expenses associated with this form of distribution will be borne in accordance with Schedule C.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Fund be distributed to all Contract owners, then the Fund, Distributor and/or the Adviser shall provide the Insurance Parties with copies of the Funds SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract owners. The
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 5 of 26 |
Adviser and/or the Fund shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Fund (although it is anticipated that such requests will be made to the Insurance Parties).
3.3. The Fund, Distributor and/or Adviser shall provide the Insurance Parties with copies of the Funds proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract owners, as required by law.
3.4. It is understood and agreed that, except with respect to information regarding an Insurance Party provided in writing by that Party, such Insurance Party is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s).
3.5. The Fund hereby notifies the Insurance Parties that it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of mixed and shared funding.
3.6. If and to the extent required by law each Insurance Party shall:
(i) | solicit voting instructions from Contractowners; |
(ii) | vote the Designated Portfolio(s) shares held in the Accounts in accordance with instructions received from Contractowners; and |
(iii) | vote Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contractowners, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Insurance Parties reserve the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. |
3.6. The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. The Insurance Parties shall furnish, or shall cause to be furnished, to the Fund or its designee, a copy of each piece of sales literature or other promotional material that the Insurance Parties develop or propose to use and in which the Fund (or a Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is named in connection with the Contracts, at least ten (10) Business Days prior to its use. No such material shall be used if the Fund objects to such use within five (5) Business Days after receipt of such material.
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 6 of 26 |
4.2. The Insurance Parties shall not give any information or make any representations or statements on behalf of the Fund in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for the Fund shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Fund, Distributor or Adviser, except with the permission of the Fund, Distributor or Adviser. The Fund, the Adviser, and the Distributor or their respective designees each agrees to respond to any request for approval on a prompt and timely basis. The Insurance Parties shall adopt and implement procedures reasonably designed to ensure that information concerning the Fund, the Adviser, and the Distributor or any of their affiliates which is intended for use only 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, and neither the Fund, the Adviser, and 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.
4.3. The Fund, the Distributor or the Adviser shall furnish, or shall cause to be furnished, to The Insurance Parties, a copy of each piece of sales literature or other promotional material in which the Insurance Parties and/or their separate account(s) are named at least ten (10) Business Days prior to its use. No such material shall be used if the Insurance Parties object to such use within five (5) Business Days after receipt of such material.
4.4. The Fund and the Adviser shall not give any information or make any representations on behalf of the Insurance Parties or concerning the Insurance Parties, the Accounts, or the Contracts other than the information or representations contained in the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Insurance Parties or their designee, except with the permission of the Insurance Parties. The Insurance Parties or their respective designess agrees to respond to any request for approval on a prompt and timely basis. The parties hereto agree that this Section 4.4. is neither intended to designate nor otherwise imply that the Adviser is an underwriter or distributor of the Contracts.
4.5. The Fund will provide to the Insurance Parties at least one complete copy of all registration statements, prospectuses, SAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or FINRA or other regulatory authorities.
4.6. The Insurance Parties will provide to the Fund at least one complete copy of all sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Accounts, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority.
4.7. For purposes of Articles IV and VII, the phrase sales literature and other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the 1940 Act.
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 7 of 26 |
4.8. At the request of any Party to this Agreement, each other Party will make available to the other Partys independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any Partys obligations under this Agreement.
4.9 Subject to the terms of Sections 4.1 and 4.2 of this Agreement, the Fund (and its Portfolios), the Adviser and the Distributor hereby each consents in connection with the marketing of the Contracts to the Insurance Parties use of their names or other identifying marks, including PIONEER INVESTMENTS® and Pioneers sail logo, in connection with the marketing of the Contracts. The Fund, the Adviser, and the Distributor or their affiliates may withdraw this authorization as to any particular use of any such name or identifying mark at any time: (i) upon a reasonable determination that such use would have a material adverse effect on its reputation or marketing efforts or its affiliates or (ii) if any of the Portfolios of the Fund cease to be available through the Insurance Parties. Except as set forth in the previous sentence or as permitted under Sections 4.1 or 4.2 of this Agreement, the Company will not cause or permit, without prior written permission, the use, description or reference to a Pioneer partys name, or to the relationship contemplated in this Agreement, in any advertisement, or promotional materials or activities, including without limitation, any advertisement or promotional materials published, distributed, or made available, or any activity conducted through, the Internet or any other electronic medium.
ARTICLE V. Fees and Expenses
5.1. The Fund and the Adviser will pay certain fees in accordance with Schedule D. In addition, the Parties will bear certain expenses in accordance with Schedule C, as well as Articles III and V of this Agreement.
5.2. All expenses incident to performance by the Fund, Distributor and the Adviser under this Agreement shall be paid by the appropriate Party, as further provided in Schedule C. The Fund shall ensure that all shares of the Designated Portfolio(s) are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent required, in accordance with applicable state laws prior to their sale.
5.3. The Parties shall bear the expenses of routine annual distribution (mailing costs) of the Funds prospectus and distribution (mailing costs) of the Funds proxy materials and reports to owners of Contracts offered by the Insurance Parties, which may be required by law, in accordance with Schedule C.
5.4 The Fund, the Distributor and the Adviser acknowledge that a principal feature of the Contracts is the Contract owners ability to choose from a number of unaffiliated mutual funds (and portfolios or series thereof), including the Designated Portfolio(s) and the Unaffiliated Funds, and to transfer the Contracts cash value between funds and portfolios. The Fund and the Adviser agree to cooperate with the Insurance Parties in facilitating the operation of the Accounts and the Contracts as described in the prospectus for the Contracts, including but not limited to cooperation in facilitating transfers between Unaffiliated Funds.
5.5. The Insurance Parties agree to provide certain administrative services, specified in Schedule C attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in the Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative services and are not the services of an underwriter or principal underwriter of the Fund, and the Insurance Parties are not underwriters of Shares within the meaning of the 1933 Act.
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 8 of 26 |
ARTICLE VI. Diversification and Qualification
6.1. The Fund, Distributor and Adviser represent and warrant that the Fund and each Designated Portfolio thereof 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 the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VII by the Fund, it will take all reasonable steps (a) to notify the Insurance Companies of such breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Regulation § 1.817-5.
6.2. The Fund, the Distributor and the Adviser represent and warrant that the Fund and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (hereinafter the Code), and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.3. The Fund, Distributor or Adviser will notify the Insurance Parties promptly upon having a reasonable basis for believing that the Fund or any Designated Portfolio has ceased to comply with the aforesaid Subchapter M qualification requirements or might not so comply in the future.
6.4 Without in any way limiting the effect of Sections 7.2, 7.3 and 7.4 of this Agreement, and without in any way limiting or restricting any other remedies available to the Insurance Parties, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Designated Portfolio to comply with Section 6.1, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to the Insurance Parties and any federal income taxes or tax penalties and interest thereon (or toll charges or exactments or amounts paid in settlement) incurred by any of the Insurance Parties with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure.
6.5 Upon the Insurance Parties request, the Fund at the Funds expense shall provide the Insurance Parties or their designees with reports certifying compliance with the aforesaid 817(h) diversification and Subchapter M qualification requirements, at the times provided for, provided, however, that providing such reporting does not relieve the Fund of its responsibility for such compliance or of its liability for any non-compliance. Such requests will only be made as frequently as is reasonably necessary to fulfill the Insurance Parties regulatory obligations.
ARTICLE VII. Indemnification
7.1. Indemnification by the Insurance Parties
(a) Each Insurance Party (solely with respect to their respective Account) agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the
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meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of such Insurance Party) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements arc related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Insurance Parties by or on behalf of the Adviser or Fund for use in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in sales literature or other promotional material of the Fund not supplied by the Insurance Parties or persons under their control) or wrongful conduct of the Insurance Parties or persons under their control, with respect to the sale or distribution of the Contracts or Fund Shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in sales literature or other promotional material of the Fund, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Fund by or on behalf of the Insurance Parties; or |
(iv) | arise as a result of any failure by the Insurance Parties to provide the services and furnish the materials under the terms of this Agreement; or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Insurance Parties in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Parties, |
as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) of this Agreement.
(b) Each Insurance Party shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
(c) Each Insurance Party shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified such Insurance Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify such Insurance Party of any
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such claim shall not relieve such Insurance Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that such Insurance Party has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, such Insurance Party shall be entitled to participate, at its own expense, in the defense of such action. Such Insurance Party also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Insurance Party to such Party of the Insurance Partys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and such Insurance Party will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Indemnified Parties will promptly notify the affected Insurance Party(ies) of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Fund.
7.2. Indemnification by the Adviser
(a) The Adviser agrees to indemnify and hold harmless the Insurance Parties and their directors and officers and each person, if any, who controls an Insurance Party within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Fund by or on behalf of the Insurance Parties for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Fund, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished |
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in writing to an Insurance Party by or on behalf of the Adviser, the Distributor or the Fund; or |
(iv) | arise as a result of any failure by the Fund, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Fund; or |
(vi) | arise out of or result from the incorrect or untimely calculation or reporting by the Fund, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; |
as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI.
(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Adviser to such Party of the Advisers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) Each Insurance Party agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Accounts.
7.3. Indemnification by the Distributor
(a) The Distributor agrees to indemnify and hold harmless the Insurance Parties and their directors and officers and each person, if any, who controls an Insurance Party within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.3) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable legal and other expenses) to which the
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Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund prepared by the Fund, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or Fund by or on behalf of the Insurance Parties for use in the registration statement or SAI or prospectus for the Fund or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Fund, the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to and Insurance Party by or on behalf of the Adviser, the Distributor or Fund; or |
(iv) | arise as a result of any failure by the Fund, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Fund, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund, Adviser or Distributor; or |
(vi) | arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; |
as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI.
(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance or such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
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(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Distributor to such Party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) Each Insurance Party agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Accounts.
ARTICLE VIII. POTENTIAL MATERIAL CONFLICTS
8.1. The Fund agrees that the Board, constituted with a majority of disinterested trustees, will monitor each Portfolio of the Fund for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of the Insurance Parties and/or affiliated companies (contract owners) investing in the Fund. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretive letter, or any similar action by insurance, tax or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Insurance Parties; or (f) a decision by an Insurance Party to disregard the voting instructions of contract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Insurance Parties only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested trustees of the Board. The Board will give prompt notice of any such determination to the Insurance Parties.
8.2. The Insurance Parties agree that they will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in the Funds exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but not limited to, an obligation by the Insurance Parties to inform the Board whenever contract owner voting instructions are disregarded. The Insurance Parties also agree that, if a material irreconcilable conflict arises, it will at its own cost remedy such conflict up to and including (a) withdrawing the assets allocable to some or all of the Accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting to a vote of all affected contract owners whether to withdraw assets from the Fund or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate,
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segregating the assets attributable to any appropriate group of contract owners (e.g., annuity contract owners, life insurance owners or variable contract owners of one or more Insurance Parties) that votes in favor of such segregation, or offering to any of the affected contract owners the option of segregating the assets attributable to their contracts or policies, and (b) establishing a new registered management investment company and segregating the assets underlying the Contracts, unless a majority of Contract owners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company.
8.3. A majority of the disinterested trustees of the Board shall determine whether any proposed action by the Insurance Parties adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Insurance Parties will withdraw from investment in the Fund each of the Accounts designated by the disinterested trustees and terminate this Agreement within six (6) months after the Board informs the Insurance Parties in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy any such material irreconcilable conflict as determined by a majority of the disinterested trustees of the Board.
8.4 If a material irreconcilable conflict arises because of a decision by the Insurance Parties to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Insurance Parties may be required, at the Funds election, to withdraw the Accounts investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Funds independent trustees. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six-month period the Distributor and the Fund shall continue to accept and implement orders by the Insurance Parties for the purchase and redemption of shares of the Fund.
8.5. If material irreconcilable conflict arises because of particular state insurance regulators decision applicable to the Insurance Parties conflicts with the majority of other state regulators, then the Insurance Parties will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Funds Board informs the Insurance Parties in writing that it has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Funds Board. Until the end of the foregoing six (6) month period, the Fund and the Distributor shall continue to accept and implement orders by the Insurance Parties for the purchase and redemption of shares of the Fund.
8.6 For purposes of Sections 8.3 through 8.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any material irreconcilable conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Insurance Parties shall not be required by Section 8.2 to establish a new funding medium for the contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then the Insurance Parties will withdraw the Accounts investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Insurance Parties in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the independent trustees.
8.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with
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respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5, 3.6, 8.1, 8.2, 8.3 and 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.
ARTICLE IX. Applicable Law
9.1. This Agreement will be construed and interpreted in accordance with the laws of the State of Colorado, without regard to the Colorado Conflict of Laws provisions.
9.2. This Agreement is subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes (including, but not limited to, the Mixed and Shared Funding Exemptive Order), rules and regulations as the SEC may grant and the terms of this Agreement will be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1. This Agreement will terminate:
(a) at the option of any Party, with or without cause, with respect to some or all Portfolios, upon six (6) months advance written notice delivered to the other Parties; provided, however, that such notice shall not be given earlier than six (6) months following the Effective Dale of this Agreement; or
(b) at the option of an Insurance Party by written notice to the other Parties with respect to any Portfolio based upon such Insurance Partys determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund, Distributor and Adviser; or
(c) at the option of an Insurance Party by written notice to the other Parties with respect to any Portfolio in the event any of the Portfolios shares are not registered, issued or sold in accordance with applicable state and/ or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by such Insurance Party; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund, Distributor and Adviser; or
(d) at the option of the Fund, Distributor or Adviser in the event that formal administrative proceedings are instituted against any Insurance Party by the FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding such Insurance Partys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares, if, in each case, the Fund, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of such Insurance Party to perform its obligations under this Agreement; or
(e) at the option of an Insurance Party in the event that formal administrative proceedings are instituted against the Fund, the Distributor or the Adviser by the FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if such Insurance Party reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund, the Distributor or the Adviser to perform their obligations under this Agreement;
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provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund, Distributor and Adviser; or
(f) at the option of either the Fund, the Distributor or the Adviser, if (i) the Fund, the Distributor or Adviser, respectively, determines, in its sole judgment reasonably exercised in good faith, that an Insurance Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on such Insurance Partys ability to perform its obligations under this Agreement, (ii) the Fund, the Distributor or Adviser notifies such Insurance Party of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by such Insurance Party and any other changes in circumstances since the giving of such a notice, the determination of the Fund, the Distributor or Adviser continues to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day will be the effective date of termination; provided, however, that termination under this subsection (f) with respect to only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund, Distributor and Adviser; or
(g) at the option of an Insurance Party, if (i) such Insurance Party determines, in its sole judgment reasonably exercised in good faith, that the Fund, the Distributor or Adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Funds, Distributors or Advisers ability to perform its obligations under this Agreement, (ii) such Insurance Party notifies the Fund, Distributor or Adviser, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Fund, Distributor or Adviser and any other changes in circumstances since the giving of such a notice, the determination of such Insurance Party continues to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day will be the effective date of termination; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Fund, Distributor and Adviser; or
(h) at the option of any non-defaulting Party in the event of a material breach of this Agreement by any Party (the Defaulting Party) other than as described in 9.1(a)-(g); provided, that the non-defaulting Party gives written notice thereof to the Defaulting Party, with copies of such notice to all other non-defaulting Parties, and if such breach has not been remedied within thirty (30) days after such written notice is given, then the non-defaulting Party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the Defaulting Party.
10.2. Notice Requirement. No termination of this Agreement will be effective unless the Party terminating this Agreement gives prior written notice to all other Parties of its intent to terminate, which notice must set forth the basis for the termination. Furthermore:
(a) in the event any termination is based upon the provisions of Section 10.1(a), 10.1(f), 10.1(g) or 10.1(h) of this Agreement, the prior written notice must be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the Parties;
(b) in the event any termination is based upon the provisions of Section 10.1(d) or 10.1 (e) of this Agreement, the prior written notice must be given at least sixty (60) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 10.1(b) or 10.1(c), the prior written notice must be given in advance of the effective date of termination, which date will be determined by the Party sending the notice.
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10.3. Effect of Termination. Notwithstanding any termination of this Agreement, the Fund, the Distributor and the Adviser shall, at the option of the Insurance Parties, continue to make available additional shares of the Designated Portfolio(s) pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts.
10.4. Surviving Provisions. Notwithstanding any termination of this Agreement, each Partys obligations under Article VII, Section 12.1, and Section 12.5 will survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement will also survive and not be affected by any termination of this Agreement.
ARTICLE XI. Notices
Any notice will be sufficiently given when sent by registered or certified mail to the other Party at the address of such Party set forth below or at such other address as such Party may from time to time specify in writing to the other Parties.
If to GWL&A:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Beverly Byrne, Chief Legal Counsel, Financial Services
If to GWL&ANY:
Great-West Life & Annuity Insurance Company of New York
c/o Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Beverly Byrne, Chief Legal Counsel, Financial Services
If to the Fund:
Pioneer Variable Contracts Trust
60 State Street
Boston, Massachusetts 02109
Attn: Secretary
If to the Adviser:
Pioneer Funds Distributor, Inc.
60 State Street
Boston, Massachusetts 02109
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Attn: President
Copy: General Counsel.
If to the Distributor:
Pioneer Funds Distributor, Inc.
60 State Street
Boston, Massachusetts 02109
Attn: President
Copy: General Counsel
ARTICLE XII. Miscellaneous
12.1. Subject to the requirements of legal process and regulatory authority, each Party shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other Party and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected Party until such time as such information may come into the public domain. Without limiting the foregoing, no Party shall disclose any information that another Party has designated as proprietary.
12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together constitutes one and the same instrument. Any signature that is delivered by facsimile transmission or by email delivery of a pdf format data file will create a valid and binding obligation of the Party executing with the same force and effect as if such facsimile or pdf signature were an original thereof.
12.4. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
12.5. Each Party shall cooperate with each other Party and all appropriate governmental authorities (including without limitation the SEC, the FINRA and state insurance regulators) and shall permit such other Party and authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each Party further agrees to furnish the Colorado and/or New York Insurance Commissioner(s) with any information or reports in connection with services provided under this Agreement which such Commissioner may reasonably request in order to ascertain whether the variable annuity operations of GWL&A and/or GWL&ANY are being conducted in a manner consistent with the applicable states applicable laws or regulations.
12.6. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the Parties are entitled to under state and federal laws.
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12.7 This Agreement may not be amended except by a writing signed by each of the Parties. The terms or provisions of this Agreement may be waived only by a writing signed by the Party waiving compliance. No waiver by any Party of any term or provision of this Agreement will be deemed to be a continuing waiver, or deemed to be a waiver of any other term or provision of this Agreement.
12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any Party without the prior written consent of all Parties.
12.9. Each Insurance Party is hereby expressly put on notice of the limitation of liability as set forth in the Declarations of Trust of the Fund and agree that the obligations assumed by the Fund, the Distributor and the Adviser pursuant to this Agreement are limited in any case to the Fund and Adviser and their respective assets and the Insurance Parties shall not seek satisfaction of any such obligation from the shareholders of the Fund, officers, employees or agents of the Fund, if an applicable trust.
12.10. The Fund, the Distributor and the Adviser agree that the obligations assumed by each Insurance Party pursuant to this Agreement are limited in any case to the applicable Insurance Party and its assets and neither the Fund, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of any of the Insurance Parties, the directors, officers, employees or agents of any of the Insurance Parties, or any of them, except to the extent permitted under this Agreement.
12.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser, the Distributor and the Fund.
12.12. None of the Parties shall be liable to the other for any and all losses, damages, costs, charges, counsel fees, payments, expenses or liability due to any failure, delay or interruption in performing its obligations under this Agreement, and without the fault or negligence of such Party, due to causes or conditions beyond its control including, without limitation, labor disputes, strikes (whether legal or illegal), lock outs (whether legal or illegal), civil commotion, riots, war and war-like operations including acts of terrorism, embargoes, epidemics, invasion, rebellion, hostilities, insurrections, explosions, floods, unusually severe weather conditions, earthquakes, military power, sabotage, governmental regulations or controls, failure of power, fire or other casualty, accidents, national or local emergencies, boycotts, picketing, slow-downs, work stoppages, acts of God or natural disasters, provided that such failure or delay was not capable of mitigation pursuant to a prudent business continuity, disaster recovery or similar program.
12.13. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all other prior agreements, arrangements, and understandings, whether written or oral, between the Parties.
(The remainder of this page intentionally left blank; signature page to follow)
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 20 of 26 |
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its duly authorized representative, to be effective as of the Effective Date.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | ||
By: /s/ Ron Laeyendecker | ||
Name: Ron Laeyendecker | ||
Title: Senior Vice President | ||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK | ||
By: /s/ Susan Gile | ||
Name: Susan Gile | ||
Title: VP - Individual Markets | ||
PIONEER VARIABLE CONTRACTS TRUST | ||
By: /s/ Christopher J. Kelley | ||
Name: Christopher J. Kelley | ||
Title: Secretary | ||
PIONEER INVESTMENT MANAGEMENT, INC. | ||
By: /s/ Frank Connelly | ||
Name: Frank Connelly | ||
Title: SVP, COO | ||
PIONEER FUNDS DISTRIBUTOR, INC. | ||
By: /s/ Mark Spina | ||
Name: Mark Spina | ||
Title: President |
(Schedule A to follow)
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 21 of 26 |
SCHEDULE A
DESIGNATED PORTFOLIOS
Any and all portfolios of the Fund available to new investors on or after the effective date of this Agreement which, pursuant to the terms of the Funds registration statement, are eligible to serve as underlying funds to the Separate Accounts listed in Schedule B.
(Schedule B to follow)
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 22 of 26 |
SCHEDULE B
SEPARATE ACCOUNTS
GWL&A Accounts
FutureFunds Series Account
FutureFunds II Series Account
Retirement Plan Series Account
Trillium Variable Annuity Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
COLI VUL-2 Series Account
COLI VUL-4 Series Account
COLI VUL-7 Series Account
COLI VUL-14 Series Account
DB-I Series Account
Variable Annuity-8 Series Account
Variable Annuity-9 Series Account
GWL&ANY Accounts
FutureFunds II Series Account
COLI VUL-1 Series Account
COLI VUL-2 Series Account
DB-I Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
Variable Annuity-8 Series Account
Variable Annuity-9 Series Account
(Schedule C to follow)
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 23 of 26 |
SCHEDULE C
EXPENSES
The Fund and/or Adviser, and the Insurance Parties (GWL&A in this Schedule C) will coordinate the functions and pay the costs of completing these functions based upon an allocation of costs in the tables below.
Item | Function | Party Responsible for Coordination |
Party Responsible for Expense | |||
Mutual Fund Prospectus | Printing of combined prospectuses, or compiling of electronic prospectus, if needed in the future | GWL&A | Fund or Adviser, as applicable
| |||
Fund or Adviser shall supply GWL&A with such numbers of the Designated Portfolio(s) prospectus(es) as GWL&A reasonably requests
|
GWL&A | Fund or Adviser, as applicable | ||||
Distribution to New and Inforce Clients
|
GWL&A
|
GWL&A
| ||||
Distribution to Prospective Clients
|
GWL&A
|
GWL&A
| ||||
Mutual Fund Prospectus Update & Distribution
|
If Required by Fund or Adviser | Fund or Adviser | Fund or Adviser | |||
If Required by GWL&A
|
GWL&A
|
GWL&A
| ||||
Mutual Fund SAI
|
Printing
|
Fund or Adviser
|
Fund or Adviser
| |||
Distribution
|
GWL&A
|
GWL&A
| ||||
Proxy Material for Mutual Fund:
|
Printing if proxy required by Law | Fund or Adviser | Fund or Adviser | |||
Distribution to Contractowners (including labor, if required) if proxy required by Law
|
GWL&A | Fund or Adviser | ||||
Printing & distribution if required by GWL&A
|
GWL&A
|
GWL&A
| ||||
Mutual Fund Annual & Semi-Annual Report
|
Printing of combined reports | GWL&A | Fund or Adviser | |||
Distribution
|
GWL&A
|
GWL&A
| ||||
Other communication to New and Prospective clients
|
If Required by the Fund or Adviser | GWL&A | Fund or Adviser | |||
If Required by GWL&A
|
GWL&A
|
GWL&A
| ||||
Other communication to Inforce Clients
|
Distribution (including labor and printing) if required by the Fund or Adviser
|
GWL&A | Fund or Adviser | |||
Distribution (including labor and
|
GWL&A
|
GWL&A
|
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 24 of 26 |
printing) if required by GWL&A
|
||||||
Errors in Share Price calculation
|
Cost of error to participants | GWL&A | Fund or Adviser | |||
Cost of administrative work to correct error | GWL&A, Fund, or Adviser | Fund or Adviser or GWL&A if GWL&A is at fault for the error
| ||||
Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the fund pursuant to any Rule 12b-1 plan
|
Fund or Adviser | Fund or Adviser |
(Schedule D to follow)
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 25 of 26 |
SCHEDULE D
ADMINISTRATIVE SERVICES
A. | The Insurance Parties, or an affiliate, will provide the properly registered and licensed personnel and systems needed for all customer servicing and support - for both fund and annuity information and questions including: |
responding to Contract owner inquiries;
delivering prospectuses - both fund and annuity;
entering initial and subsequent orders;
transferring cash to insurance company and/or funds;
explaining fund objectives and characteristics;
entering transfers between funds;
responding to fund balance and allocation inquiries;
mailing fund prospectus.
B. | The Insurance Parties, or an affiliate, will communicate all purchase, withdrawal, and exchange orders it receives from its customers to each Designated Portfolio. |
Administrative Service Fee
For the services related to Class I shares of any Designated Portfolio, the Insurance Parties or their affiliate shall receive a fee of 0.35% per annum of the average aggregate daily net asset value of shares of the Designated Portfolio(s) held in the Accounts, and for the services related to Class II shares of any Designated Portfolio, the Insurance Parties or their affiliate shall receive a fee of 0.25% per annum of the average aggregate daily net asset value of shares of the Designated Portfolio(s) held in the Accounts. In each case, the fee is payable by the Adviser, or its designee, directly to the Insurance Parties or their affiliate. Such fee shall be paid in arrears quarterly. Each quarterly fee will be determined based on assets in the Accounts and each quarterly fee will be independent of every other quarterly fee. Such fee shall be due and payable automatically within 20 (twenty) days after the last day of the quarter to which such payment relates.
The Fund will calculate and the Insurance Parties will verify the asset balance for each day on which the fee is to be paid pursuant to this Agreement with respect to each Designated Portfolio.
12b-1 Distribution Related Fees
The Adviser, or its designee, agrees to pay the Insurance Parties or their affiliate a fee of 0.25% per annum of the average aggregate daily net asset value of Class II shares of Designated Portfolio(s) held in the Accounts. Such fee shall be paid in arrears, quarterly. Each quarterly fee will be determined based on assets in the Accounts and each quarterly fee will be independent of every other quarterly fee. Such fee shall be due and payable automatically within 20 (twenty) days after the last day of the quarter to which such payment relates.
GWLA GWLANY Fund Participation Agreement (rev 02-2016) | Page 26 of 26 |
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 22nd day of July, 2009, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, PUTNAM VARIABLE TRUST, and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP, collectively, the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, the Parties are parties to a Fund Participation Agreement dated April 30, 2008 (the Original Agreement);
WHEREAS, the Parties desire and agree to amend the Original Agreement by deleting in its entirety Schedule B of the Agreement and replacing it with the Schedule B attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Original Agreement as follows:
1. |
Schedule B of the Original Agreement is hereby replaced in its entirety with Schedule B as attached and incorporated by reference to this Amendment. |
2. |
In all other respects, the terms of the Original Agreement shall remain in full force and effect. |
[intentionally left blank]
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 22nd day of July, 2009.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |
Title. | Senior Vice-President | |
Date: | 7/22/09 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, | ||
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |
Title: | Senior Vice-President | |
Date: | 7/22/09 |
PUTNAM VARIABLE TRUST
By its authorized officer, | ||
By: | /s/ Jonathan Horwitz |
Name: | Jonathan Horwitz | |
Title: | Fund Treasurer | |
Date: | 8/5/09 |
PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP
By its authorized officer, | ||
By: | /s/ Mark Coneeny |
Name: | Mark Coneeny | |
Title: | Managing Director | |
Date: | 7/29/09 |
2
SCHEDULE B
Authorized Funds and Fees
Authorized Funds | 12b-1 Fees | |
All Class IA portfolios or series of the | Not Applicable | |
Putnam Variable Trust | ||
All Class IB portfolios or series of the | ||
Putnam Variable Trust | .25% per annum |
3
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 18th day of September, 2013, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A), ROYCE CAPITAL FUND (the Fund), ROYCE AND ASSOCIATES, LLC (the Adviser), collectively the Parties, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK, formerly known as FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A-NY). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, GWL&A-NY the Fund, and the Adviser are parties to a Fund Participation Agreement dated September 30, 2005, as amended (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add the COLI VUL-14 Series Account of GWL&A to the agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
All references to the Account now include the COLI VUL Series Account 14 (GWL&A);. |
2. |
The Agreement is hereby amended to include Schedule D, listing all separate accounts pertaining to this agreement. |
[Signature Page Follows]
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 18th day of September, 2013.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY | ||||
By its authorized officer, | ||||
By: /s/ Ron Laeyendecker | ||||
Name: Ron Laeyendecker | ||||
Title: Senior Vice President | ||||
Date: 9-18-2013 | ||||
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK | ||||
By its authorized officer, | ||||
By: /s/ Susan Gile | ||||
Name: Susan Gile | ||||
Title: VP, Individual Markets | ||||
Date: 9-18-2013 | ||||
ROYCE CAPITAL FUND | ||||
By its authorized officer, | ||||
By: /s/ John Diederich | ||||
Name: John Diederich | ||||
Title: VP, Treasurer | ||||
Date: 8/21/13 | ||||
ROYCE & ASSOCIATES, LLC | ||||
By its authorized officer, | ||||
By: /s/ John Diederich | ||||
Name: John Diederich | ||||
Title: COO, Managing Director | ||||
Date: 8/21/13 |
2
Schedule D
Separate Accounts of GWL&A
COLI VUL Series Account 2 (GWL&A)
COLI VUL Series Account 4 (GWL&A);
COLI VUL Series Account 7 (GWL&A);
COLI VUL Series Account 14 (GWL&A);
Variable Annuity-1 Series Account of GWL&A
Separate Accounts of GWL&A-NY
COLI VUL Series Account 1 (GWL&A-NY);
COLI VUL Series Account 2 (GWL&A-NY);
COLI VUL Series Account 4 (GWL&A-NY);
Variable Annuity-1 Series Account of GWL&A-NY
3
PARTICIPATION AGREEMENT
Among
T. ROWE PRICE EQUITY SERIES, INC.,
T. ROWE PRICE FIXED INCOME SERIES, INC.,
T. ROWE PRICE INTERNATIONAL SERIES, INC.,
T. ROWE PRICE INVESTMENT SERVICES, INC.,
and
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
THIS AGREEMENT, made and entered into as of this 1st day of February, 2002 by and among Great-West Life & Annuity Insurance Company (hereinafter referred to as the Company), an insurance company organized under the laws of Colorado, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the Account); and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the Funds) and T. Rowe Price Investment Services, Inc. (hereinafter referred to as the Underwriter), a corporation organized under the laws of Maryland (each a Party, and collectively, the Parties).
WHEREAS, the Funds engage in business as open-end management investment companies and are or will be available to act as the investment vehicles for separate accounts established for variable life insurance and variable annuity contracts (the Variable Insurance Products) to be offered by insurance companies which have entered into participation agreements with the Funds and Underwriter (hereinafter Participating Insurance Companies); and
WHEREAS, the beneficial interest in the Funds are divided into several series of shares, each designated a Portfolio and representing the interest in a particular managed portfolio of securities and other assets; and
WHEREAS, the Funds have obtained an order from the Securities and Exchange Commission (SEC) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (hereinafter the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T) (b)(15) thereunder, to the extent necessary to permit shares of the Funds to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (hereinafter the Shared Funding Exemptive Order); and
WHEREAS, the Funds are registered as open-end management investment companies under the 1940 Act and shares of the Portfolios are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, T. Rowe Price Associates, Inc. and T. Rowe Price International, Inc.(each hereinafter referred to as the Adviser) are each duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and
WHEREAS, the Company has issued or will issue certain variable life insurance or variable annuity contracts (including any certificates thereunder) supported wholly or partially by the Account (the Contracts) to be made available to the owners of the Contracts, including their participants or employees (collectively, Contract Owners); and
WHEREAS, the Account is duly established and maintained as a segregated asset account, established by resolution of the Board of Directors of the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid Contracts; and
WHEREAS, the Company has registered or will register the Account as a unit investment trust under the 1940 Act or will not register the Account in proper reliance upon an exclusion from registration under the 1940 Act; and
WHEREAS, the Underwriter is registered as a broker dealer with the SEC under the Securities Exchange Act of 1934, as amended (hereinafter the 1934 Act), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter NASD); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement (the Designated Portfolios) on behalf of the Account to fund the aforesaid Contracts, and the Underwriter is authorized to sell such shares to unit investment trusts such as the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Funds and the Underwriter agree as follows:
ARTICLE I. Sale of Fund Shares
1.1 The Funds and the Underwriter agree that shares of the Funds will be sold only to Participating Life Insurance Companies and their separate accounts. No shares of any Designated Portfolio will be sold to the general public. The Funds will not sell shares of the Designated Portfolio(s) to any other Participating Insurance Company separate account unless an agreement containing provisions substantially similar to Sections 6.4, 3.4, 3.5, 5.1, and Article VII of this Agreement is in effect to govern such sales.
1.2. All purchases, redemptions and exchanges of Designated Portfolio shares by the Company on behalf of the Account, in addition to the pricing and correction thereof, of Designated Portfolio shares, shall be governed by and subject to the terms of the Trading and NSCC Fund/SERV Networking Agreement, entered into by and between GWL&As affiliate, BenefitsCorp Equities, Inc. and T. Rowe Price Services, Inc. dated January 18, 2001 (Trading Agreement).
2
ARTICLE II. Representations and Warranties
2.1 The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or that the Contracts are not registered because the are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale thereof as a segregated asset account under the Colorado Insurance Law and has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts and that it will maintain such registration for so long as any Contracts are outstanding as required by applicable law, or that it has not registered the Account in proper reliance upon an exclusion from registration under the 1940 Act.
2.2 The Funds represent and warrant that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal laws and with the laws of the state of Colorado and other state securities laws where the Contracts are offered for sale in the U.S., and that the Funds are and shall remain registered under the 1940 Act. The Funds shall amend the Registration Statement for their shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of their shares. The Funds shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Funds or the Underwriter.
2.3 The Funds currently do not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although they may make such payments in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Funds will undertake to have the Board, a majority of whom are not interested persons of the Funds, formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses.
2.4 The Funds represent and warrant that it will make every effort to ensure that the investment policies, fees and expenses of the Designated Portfolio(s) are and shall at all times remain in compliance with the insurance and other applicable laws of the State of Colorado and any other applicable state to the extent required to perform this Agreement. The Underwriter represents and warrants that it will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with all applicable securities laws. Company and the Funds will endeavor to mutually cooperate with respect to the implementation of any modifications necessitated by any change in state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a Law Change), and to keep each other informed of any Law Change that become known to either Party. In the event of a Law Change, the Fund agrees that, except in those circumstances where the Funds have advised the Company that its Board or Fund counsel has determined that implementation of a particular Law Change is not in the best interest of all of the
3
Funds shareholders or would be unduly burdensome to the Funds, any action required by a Law Change will be taken.
2.5 The Funds represent that they are lawfully organized and validly existing under the laws of the State of Maryland and that it does and will comply in all material respects with the 1940 Act. The Funds further represent that they are or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that has ceased to so qualify or that it might not so qualify in the future.
2.6 The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Fund shares in accordance with the laws of the State of Colorado and any applicable state and federal securities laws.
2.7 The Underwriter represents and warrants that the Adviser is and shall remain duly registered under all applicable federal and state securities laws and that the Adviser shall perform its obligations for the Funds in compliance in all material respects with the laws of the State Colorado and any applicable state and federal securities laws.
2.8 The Funds and the Underwriter represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Funds are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Funds in an amount not less than the minimum coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.9 The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Company dealing with the money and/or securities of the Funds are covered by a blanket fidelity bond or similar coverage in an amount not less than the minimum coverage as required by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees that any amounts received under such bond in connection with claims that arise from the arrangements described in this Agreement will be held by the Company for the benefit of the Funds. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Funds and the Underwriter in the event that such coverage no longer applies. The Company agrees to exercise its best efforts to ensure that other individuals/entities not employed or controlled by the Company and dealing with the money and/or securities of the Fund maintain a similar bond or coverage in a reasonable amount.
4
ARTICLE III. Prospectuses, Statements of Additional Information, and Proxy Statements; Voting
3.1. If applicable state or federal laws or regulations require that prospectuses for the Funds be distributed to all Contract Owners, then at least annually, the Underwriter shall provide the Company with as many copies of the Funds current prospectus for the Designated Portfolio(s) as the Company may reasonably request for current Contract Owners, with expenses to be borne in accordance with Schedule C hereof. If requested by the Company in lieu thereof, the Underwriter or Funds shall provide such documentation (including a camera-ready copy and computer diskette of the current prospectus for the Designated Portfolio(s)) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectuses for the Designated Portfolio(s) are amended) to have any prospectus for the Contracts and the Funds prospectus for the Designated Portfolio(s) printed together in one document.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Funds be distributed to all Contract Owners, then the Funds or Underwriter shall provide the Company with copies of the Funds SAI or documentation thereof for the Designated Portfolio(s) in such quantities, with expenses to be borne in accordance with Schedule C hereof, as the Company may reasonably require to permit timely distribution thereof to Contract Owners. The Underwriter and/or the Funds shall also provide SAIs to any Contract Owner or prospective owner who requests such SAI from the Funds (although it is anticipated that such requests will be made to the Company in which case the Company shall send an SAI to any such Contract Owner within 3 business days of the receipt of a request).
3.3 The Funds shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders, with expenses to be borne in accordance with Schedule C hereof, in such quantity as the Company shall reasonably require for distributing to Contract Owners in the Funds if and as required by applicable law. The Underwriter shall provide the Company with copies of the Funds annual and semi-annual reports, with expenses to be borne in accordance with Schedule C hereof, to shareholders in such quantity as the Company shall reasonably request for use in connection with offering the Variable Contracts issued by the Company. If requested by the Company in lieu thereof, the Underwriter shall provide such documentation (which may include a final copy of the Funds annual and semi-annual reports as set in type or on diskette) and other assistance as is reasonably necessary in order for the Company to print such shareholder communications for distribution to Contract Owners. The Company shall send a copy of the Funds annual or semi-annual report within 3 business days of the receipt of a request by a Contract Owner.
3.4 The Company shall:
(i) | solicit voting instructions from Contract Owners; |
(ii) | vote the Fund shares in accordance with instructions received from Contract Owners; and |
(iii) | vote Fund shares for which no instructions have been received in the same proportion as Fund shares of such Designated Portfolio for which instructions have been received, |
5
so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law.
3.5 The Company shall be responsible for assuring that each of its separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Shared Funding Exemptive Order and consistent with any reasonable standards that the Funds may adopt and as agreed to by the Company (such approval shall not be unreasonably withheld).
3.6 The Funds will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Funds will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Funds are not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Funds will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the Funds or their designee, each piece of sales literature or other promotional material that the Company develops or uses and in which the Funds (or a Portfolio thereof) or the Advisers or the Underwriter is named, at least ten calendar days prior to its use. No such material shall be used if the Funds or their designee reasonably object to such use within ten calendar days after receipt of such material. The Funds or their designee reserves the right to reasonably object to the continued use of such material, and no such material shall be used if the Funds or their designee so object.
4.2 The Company shall not give any information or make any representations or statements on behalf of the Funds or concerning the Funds in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Funds, or in sales literature or other promotional material approved by the Funds or their designee or by the Underwriter, except with the permission of the Funds or the Underwriter or the designee of either.
4.3 The Funds, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company, each piece of sales literature or other promotional material in which the Company, and/or its Account, is named at least ten calendar days prior to its use. No such material shall be used if the Company reasonably objects to such use within ten calendar days after receipt of such material. The Company reserves the right to reasonably object to the continued use of such material and no such material shall be used if the Company so objects.
4.4. The Funds and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus, or SAI for the Contracts, as such registration statement, prospectus or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public
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domain or approved by the Company for distribution to Contract Owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.
4.5 The Funds will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Funds or their shares, within a reasonable time after the filing of such document(s) with the SEC or other regulatory authorities.
4.6 The Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, within a reasonable time after the filing of such document(s) with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase sales literature and other promotional materials includes, but is not limited to, any of the following that refer to the Funds or any affiliate of the Funds: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Funds.
ARTICLE V. Fees and Expenses
5.1 The Funds and the Underwriter shall pay no fee or other compensation to the Company under this Agreement, except that if the Funds or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing, and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter, or other resources available to the Underwriter. No such payments shall be made directly by the Funds. Currently, no such payments are contemplated.
All expenses incident to performance by the Underwriter under this Agreement shall be paid by the Underwriter, except the parties hereto may bear certain expenses in accordance with Schedule C hereof.
5.2 All expenses incident to performance by the Funds under this Agreement shall be paid by the Funds, except as otherwise provided herein. The Funds shall see to it that all their shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Funds, in accordance with applicable state laws prior to their sale. The Funds shall bear the expenses for the cost of registration and qualification of the Funds shares, preparation and filing of the Funds prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and
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reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Funds shares.
ARTICLE VI. Diversification and Qualification
6.1 The Funds will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts, whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the Code) and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, each Designated Portfolio of the Funds will comply with Section 817(h) of Code and Treasury Regulation 1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Funds, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Funds so as to achieve compliance within the grace period afforded by Regulation 817.5.
6.2 The Funds represent that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.
6.3 The Company represents, for purposes other than diversification under Section 817 of the Code, that the Contracts are currently, and at the time of issuance shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under applicable provisions of the Code, and that it will make every effort to maintain such treatment, and that it will notify the Funds and the Underwriter immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a modified endowment contract as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.
6.4 The Funds shall provide the Company or its designee with reports certifying compliance with the aforesaid Section 817(h) diversification and Subchapter M qualification requirements, at the times provided for and substantially in the form attached hereto as Schedule B hereto; provided, however, that providing such reports does not relieve the Funds of their responsibility for such compliance or of its liability for any non-compliance.
6.5 Without in any way limiting the effect of Sections 8.2, 8.3 and 8.4 hereof and without in any way limiting or restricting any other remedies available to the Company, the Advisers or Underwriter will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Funds or any Designated Portfolio to comply with Sections 6.1 or 6.2 hereof, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment
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company for those of the failed Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act).
ARTICLE VII. Potential Conflicts.
7.1 The Board will monitor the Funds for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Funds. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.
7.2. The Company will report any potential or existing conflicts of which it is aware to the Board. The Company will assist the Board in carrying out its responsibilities under the Shared Funding Exemptive Order, by providing the Board with all information reasonably necessary for the Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Board whenever Contract Owner voting instructions are disregarded.
7.3 If it is determined by a majority of the Board, or a majority of its disinterested members, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Funds or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Funds, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account.
7.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract Owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Funds election, to withdraw the affected Accounts investment in the Funds and terminate this Agreement with respect to such Account provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Funds gives written notice that this provision is being implemented, and until the end of that six month period the Funds shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Funds.
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7.5 If a material irreconcilable conflict arises because a particular state insurance regulators decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Accounts investment in the Funds and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the end of the foregoing six month period, the Funds shall continue to accept and implement orders by the company for the purchase (and redemption) of shares of the Funds.
7.6 For purposes of Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Funds be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contract if an offer to do so has been declined by vote of a majority of contract Owners materially adversely affected by the irreconcilable material conflict.
In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Accounts investment in the Funds and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board.
7.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Shared Funding Exemptive Order, then (a) the Funds and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1 Indemnification By the Company
8.1(a). The Company agrees to indemnify and hold harmless the Funds and the Underwriter and each of their officers and directors and each person, if any, who controls the Funds or the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts and:
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(i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement, prospectus (which shall include an offering memorandum, if any), or statement of additional information (SAT) for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Funds for use in the Registration Statement, prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature or other promotional material of the Funds not supplied by the Company or persons under its control) or wrongful conduct of the Company or persons under its authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, SAI, or sales literature or other promotional material of the Funds or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Funds by or on behalf of the Company; or |
(iv) | arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with any qualification requirements specifically applicable to the Company in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, |
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or
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negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of its obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund Shares or the Contracts or the operation of the Funds.
8.2 Indemnification by the Underwriter
8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of it directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Funds shares or the Contracts; and
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or SAI or sales literature or other promotional material of the Funds (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity |
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with information furnished to the Underwriter or Funds by or on behalf of the Company for use in the Registration Statement or prospectus for the Funds or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature or other promotional material for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Funds or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, SAI, or sales literature or other promotional material of the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Funds; or |
(iv) | arise as a result of any material failure by the Funds or Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Funds or Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Funds or Underwriter, |
(vi) | arises out of or results from material pricing errors in the calculations of the daily net asset value per share or dividend or capital gain distribution rate of the Funds; |
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof, and with respect to 8.2(a) (vi), as further limited and in accordance with the provisions of the Trading Agreement.
8.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance or such Indemnified Partys duties or by reason of such Indemnified
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Partys reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable.
8.2(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from the Underwriter to such party of the Underwriters election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.2(d). The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
8.3 Indemnification By the Funds
8.3(a). The Funds agree to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the applicable Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Funds and:
(i) | arise as a result of any material failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(ii) | arise out of or result from any material breach of any representation and/or warranty made by the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the Funds; |
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as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.
8.3(b). The Funds shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to the Company, the Funds, the Underwriter or the Account, whichever is applicable.
8.3(c). The Funds shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Funds in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Funds of any such claim shall not relieve the Funds from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Funds will be entitled to participate, at its own expense, in the defense thereof. The Funds also shall be entitled to assume the expense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from the Funds to such party of the Funds election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Funds will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.3(d). The Company and the Underwriter agree promptly to notify the Funds of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Funds.
ARTICLE IX. Applicable Law
9.1 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Maryland.
9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, any Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE X. Termination
10.1 This Agreement shall continue in full force and effect until the first to occur of:
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(a) | termination by any party, for any reason with respect to some or all Designated Portfolios, by six (6) months advance written notice delivered to the other Parties; or |
(b) | termination by the Company by written notice to the other Parties with respect to any Designated Portfolio based upon the Companys determination that shares of the Funds are not reasonably available to meet the requirements of the Contracts; provided that such termination shall apply only to the Designated Portfolio not reasonably available; or |
(c) | termination by the Company by written notice to the other Parties with respect to the Designated Portfolio in the event any of the Designated Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or |
(d) | termination by the Funds or Underwriter in the event that formal administrative proceedings are instituted against the Company by the NASD, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Fund shares; provided, however, that the Funds or Underwriter determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or |
(e) | termination by the Company in the event that formal administrative proceedings are instituted against the Funds, Underwriter or Advisers by the NASD, the SEC, or any state securities or insurance department or any other regulatory body; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Funds, Underwriter or Advisers to perform its obligations under this Agreement; or |
(f) | termination by the Company by written notice to the other Parties with respect to any Designated Portfolio in the event that such Designated Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof, or if the Company reasonably believes that such Designated Portfolio may fail to so qualify or comply; or |
(g) | termination by the Funds or Underwriter by written notice to the Company in the event that the Contracts fail to meet the qualifications specified in Section 6.3 hereof; or if the Funds or Underwriter reasonably believes that such Contracts may fail to so qualify; or |
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(h) | termination by either the Funds or Underwriter by written notice to the Company, if either one or all of the Funds or Underwriter respectively, shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or |
(i) | termination by the Company by written notice to the other Parties, if the Company shall determine, in its sole judgment exercised in good faith, that the Funds, Underwriter or Advisers has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity. |
(j) | at the option of any non-defaulting Party hereto in the event of a material breach of this Agreement by any Party hereto (the defaulting Party); provided, that the non-defaulting Part gives written notice thereof to the defaulting Party, with copies of such notice to all other non-defaulting Parties, and if such breach shall not have been remedied within thirty (30) days after such written notice is given, then the non-defaulting Party giving such written notice may terminate this Agreement by giving (30) days written notice of termination to the defaulting Party. |
10.2 Effect of Termination. Notwithstanding any termination of this Agreement, the Funds and the Underwriter shall, at the option of the Company, continue to make available additional shares of the Funds pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, the Contract Owners of the Existing Contracts may be permitted to reallocate investments in the Funds, redeem investments in the Funds and/or invest in the Funds upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not apply to any termination under Article VII and the effect of such Article VII termination shall be governed by Article VII of this Agreement. The parties further agree that this Section 10.2 shall not apply to any termination under Section 10.1(g) of this Agreement.
10.3 The Company shall not redeem Fund shares attributable to the Contracts (as opposed to Fund shares attributable to the Companys assets held in the Account) except (i) as necessary to implement Contract Owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a Legally Required Redemption), or (iii) pursuant to the terms of a substitution order issued by the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish to the Funds and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Funds and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Funds or the Underwriter 90 days notice of its intention to do so.
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10.4 Notwithstanding any termination of this Agreement, each partys obligation under Article VIII to indemnify the other parties shall survive. In addition, with respect to Existing Contracts, all provisions of this Agreement, or any side letter agreement relating to the subject matter hereof, shall also survive and not be affected by any termination of this Agreement.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Funds:
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Attention: Henry H. Hopkins, Esq.
If to the Company:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attention: Ron J. Laeyendecker, Vice President, Life Insurance Markets
PC: Beverly Byrne, Esq. Vice President and Counsel
If to Underwriter:
T. Rowe Price Investment Services
100 East Pratt Street
Baltimore, Maryland 21202
Attention: Henry H. Hopkins, Esq.
ARTICLE XII. Miscellaneous
12.1 The Parties hereto acknowledge that any nonpublic personal information (as defined by applicable law or regulation promulgated under Title V of the Gramm-Leach-Bliley Act of 1999 (the Act)) of Contract Owners (and any participants thereof, as applicable) will be disclosed or utilized solely to carry out the terms of this Agreement or pursuant to an exception contained in any applicable law or regulation promulgated under this Act. Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary.
12.2 All references herein to the Funds are to each of the undersigned Funds as if this agreement were between such individual Fund, the Underwriter, and the Company. All references herein to the Advisers relate solely to the Adviser of such individual Fund, as appropriate. All persons dealing with a Fund must look solely to the property of such Fund, and in the case of a series company, the respective Designated Portfolio listed on Schedule A hereto as though such Designated Portfolio had separately contracted with the Company and the Underwriter for the enforcement of any claims against the Fund. The parties agree that neither the Board, officers, agents or
18
shareholders assume any personal liability or responsibility for obligations entered into by or on behalf of the Funds.
12.3 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.5 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.6 Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the Colorado Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable life or annuity operations of the Company are being conducted in a manner consistent with Colorado variable life or annuity laws and regulations and any other applicable law or regulations.
12.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8 This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.
12.9 The Company shall furnish or cause to be furnished, to the Funds or their designee copies of the following reports:
(a) | the Companys annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles (GAAP), if any), as soon as practical and in any event within 90 days after the end of each fiscal year. |
(b) | the Companys quarterly statements (statutory) (and GAAP, if any), as soon as practical and in any event within 45 days after the end of each quarterly period. |
12.10 The Funds and the Underwriter agree that the obligations assumed by the Company pursuant to this Agreement shall be limited in any case to the Company and its assets and neither the Funds and Underwriter shall seek satisfaction of any such obligation from the shareholders of the Company, the directors, officers, employees or agents of the Company, or any of them, except to the extent permitted under this Agreement.
19
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date specified below.
COMPANY: |
GREAT-WEST LIFE & ANNUITY INSURANCE CO. | |||||
By its authorized officer | ||||||
By: |
/s/ Ron Laeyendecker | |||||
Title: |
Vice President | |||||
Date: |
3/21/02 | |||||
FUND: |
T. ROWE PRICE EQUITY SERIES, INC.
By its authorized officer | |||||
By: |
/s/ Henry H. Hopkins | |||||
Henry H. Hopkins | ||||||
Title: |
Vice President | |||||
Date: |
1/31/02 | |||||
T. ROWE PRICE FIXED INCOME SERIES, INC. | ||||||
By its authorized officer | ||||||
By: |
/s/ Henry H. Hopkins | |||||
Title: |
Vice President | |||||
Date: |
1/31/02 |
20
T. ROWE PRICE INTERNATIONAL SERIES, INC. | ||||||
By its authorized officer | ||||||
By: |
/s/ Henry H. Hopkins | |||||
Title: |
Vice President | |||||
Date: |
1/31/02 | |||||
UNDERWRITER: |
T. ROWE PRICE INVESTMENT SERVICES, INC. | |||||
By its authorized officer | ||||||
By: |
/s/ Darrell N. Braman | |||||
Darrell N. Braman | ||||||
Title: |
Vice President | |||||
Date: |
1/30/02 |
21
SCHEDULE A
Name of Separate Account and |
||||||
Date Established by Board of Directors |
Designated Portfolios | |||||
Key Business COLI VUL Series Account 7 |
(Insurance Series) | |||||
November 23, 1999 | ||||||
T. Rowe Price Equity Series, Inc. | ||||||
|
|
T. Rowe Price Equity Income Portfolio | ||||
|
T. Rowe Price New America Growth Portfolio | |||||
|
T. Rowe Price Personal Strategy Balanced Portfolio | |||||
|
T. Rowe Price Mid-Cap Growth Portfolio | |||||
|
T. Rowe Price Blue Chip Growth Portfolio | |||||
|
T. Rowe Price Equity Index 500 Portfolio | |||||
|
T. Rowe Price Health Sciences Portfolio | |||||
T. Rowe Price Fixed Income Series, Inc. | ||||||
|
T. Rowe Price Limited-Term Bond Portfolio | |||||
|
T. Rowe Price Prime Reserve Portfolio | |||||
T. Rowe Price International Series, Inc. | ||||||
|
T. Rowe Price International Stock Portfolio |
And any other portfolios or series of the Funds that are available and open to new investors on or after the effective date of this Agreement.
SCHEDULE B
Reports per Section 6.4
With regard to the reports relating to the quarterly testing of compliance with the requirements of Section 817(h) and Subchapter M under the Internal Revenue Code (the Code) and the regulations thereunder, the Funds shall provide within twenty (20) business days of the close of the calendar quarter a report to Company in the Form B1 attached hereto and incorporated herein by reference, regarding the status under such sections of the Code of the Designated Portfolio(s), and if necessary, identification of any remedial action to be taken to remedy non-compliance.
With regard to the reports relating to the year-end testing of compliance with the requirements of Subchapter M of the Code, referred to hereinafter as RIC status, the Funds will provide the reports on the following basis: (i) the last quarters quarterly reports can be supplied within the 20-day period, and (ii) a year-end report will be provided 45 business days after the end of the calendar year. However, if a problem with regard to RIC status, as defined below, is identified in the third quarter report, on a weekly basis, starting the first week of December, additional interim reports will be provided specially addressing the problems identified in the third quarter report. If any interim report memorializes the cure of the problem, subsequent interim reports will not be required.
A problem with regard to RIC status is defined as any violation of the following standards, as referenced to the applicable sections of the Code:
(a) Less than ninety percent of gross income is derived from sources of income specified in Section 851(b)(2);
(b) Less than fifty percent of the value of total assets consists of assets specified in Section 851(b)(3)(A); and
(c) No more than twenty-five percent of the value of total assets is invested in the securities of one issuer, as that requirement is set forth in Section 851(b)(3)(B).
FORM B1
CERTIFICATE OF COMPLIANCE
For the quarter ended:
I , , a duly authorized officer, director or agent of Fund hereby swear and affirm that Fund is in compliance with all requirements of Section 817(h) and Subchapter M of the Internal Revenue Code (the Code) and the regulations thereunder as required in the Fund Participation Agreement among Great-West Life & Annuity Insurance Company, and other than the exceptions discussed below:
Exceptions |
|
Remedial Action | ||
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| |||
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| |||
|
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| |||
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|
| |||
|
| |||
|
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If no exception to report, please indicate None. | ||||
Signed this day of , . | ||||
| ||||
(Signature) |
|
By: |
| ||||
(Type or Print Name and Title/Position) |
SCHEDULE C
EXPENSES
The Funds and/or the Underwriter and/or Advisers, and Company will coordinate the functions and pay the costs of completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Funds share of the total costs determined according to the number of pages of the Funds respective portions of the documents. The Company in seeking reimbursement for such costs shall submit an invoice showing the allocation of the Funds share of the total costs, and the methodology by which such allocation was calculated.
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Fund Prospectus | Printing of prospectuses, or compiling of electronic prospectus, if needed in the future for current Contract Owners | Company | Funds or Underwriter as applicable | |||
Funds, Underwriter or Advisers shall supply Company with such-numbers of the Designated Portfolio(s) prospectus(es) as Company shall reasonably request for current Contract Owners | Company | Funds or Underwriter as applicable | ||||
Printing of prospectuses, or compiling of electronic prospectus, if needed in the future for prospective Contract Owners | Company | Company | ||||
Distribution to New and Inforce Clients | Company | Company | ||||
Distribution to Prospective Clients | Company | Company | ||||
Funds Prospectus Update & Distribution | If Required by Funds | Funds, Underwriter or Advisers | Funds or Underwriter, as applicable | |||
If Required by Company | Company | Company | ||||
Fund SAI | Printing | Funds, Underwriter or Advisers | Funds or Underwriter, as applicable | |||
Distribution | Company | Company | ||||
Proxy Material for Funds: | Printing if proxy required by Law | Funds, Underwriter or Advisers | Funds or Underwriter | |||
Distribution (including labor) if proxy required by Law | Company | Funds or Underwriter | ||||
Printing & distribution if required by Company | Company | Company |
Item | Function | Party Responsible for Coordination | Party Responsible for Expense | |||
Fund Annual & Semi- Annual Report for distribution to current Contract Owners | Printing of reports | Company | Funds or Underwriter | |||
Distribution | Company | Company | ||||
Operations of the Funds | All operations and related expenses, including cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Funds, and expenses paid or assumed by the Funds pursuant to any Rule 12b-1 Plan | Funds or Underwriter | Funds or Underwriter | |||
Substitution Orders | Application for, and implementation of (including necessary printing and mailings), substitution orders required as a result of Funds action | Company | Funds or Underwriter |
SCHEDULE D
NON-COMPETE PROVISIONS
The Funds, Underwriter (for purposes of this Schedule, collectively a party) and GWL&A agree that they will treat as confidential all facts, circumstances, information, data, plans, projects and technical or commercial knowledge gained in relation to the other party, or received from the other party, including, but not limited to, information regarding customers (such as retirement plans and plan participants), employees, suppliers servicing methods, programs, fees, strategies and related information (Confidential Information). Information in the public domain, through no wrongful action on the part of either party, shall not be considered Confidential Information. The Funds, Underwriter and GWL&A undertake that they will not disclose Confidential Information to any third parties or to either parties affiliates and neither company will use such Confidential Information obtained from the other company to directly compete with the company, except a company may disclose the Confidential Information in the following limited circumstances: (i) to employees, affiliates or agents as necessary to perform the services under this Agreement, (ii) to their legal advisers, (iii) with the prior written consent of the other party or (iv) as required by law. Prior to any disclosure under the foregoing subsection (iv), the party intending such disclosure shall first notify the other party to allow such other party a reasonable opportunity to seek an appropriate protective order.
The parties further agree that for deferred compensation plans, which are 457 and 403(b) plans only and for which GWL&A or any of its affiliates acts as a current recordkeeper or service provider, the Funds or Underwriter and/or their affiliates will not directly or indirectly contact these plans for the purpose of offering recordkeeping or other services, except that the Funds or Underwriter or their affiliates may respond to inquiries or requests for proposals from such plans or their consultants regarding the Funds or Underwriters or their affiliates recordkeeping services. Nothing contained herein will preclude Underwriter offering its Funds on an investment-only basis to any defined contribution plan.
The term of this Schedule D shall run concurrent to the term of the Confidentiality and Non-Compete Agreement by and between T. Rowe Price Investment Services, Inc. and BenefitsCorp Equities, Inc. effective January 18, 2001.
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 10th day of November, 2008, by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A) and T. ROWE PRICE EQUITY SERIES INC., T. ROWE PRICE FIXED INCOME SERIES, INC., and T. ROWE PRICE INTERNATIONAL SERIES, INC., (collectively, the Funds), T. ROWE PRICE INVESTMENT SERVICES, INC., (the Underwriter), and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).
RECITALS
WHEREAS, GWL&A, the Funds, and the Underwriter are parties to a Fund Participation Agreement dated February 1, 2002, (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add First GWL&A, a New York life insurance company, as a Party to the Agreement; and
WHEREAS, the Parties to the Agreement desire to add an additional separate Account; and
WHEREAS, The Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing it with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
First GWL&A is hereby added as a Party to the Agreement. The Parties to the Agreement, including First GWL&A, agree that each representation, warranty, covenant, condition and other provision of the Agreement that is applicable to GWL&A shall also be applicable to First GWL&A, with the following changes: (i) the First GWL&A Account was established under the insurance laws of the State of New York; (ii) any references to Colorado law in paragraph 2.1 and 2.2 shall be changed to New York Insurance Law. The rights and obligations of GWL&A and First GWL&A under the Agreement as amended hereby shall be several and not joint. |
2. |
All references to the First GWL&A Account include the COLI VUL Series Account 1 (First GWL&A). |
3. |
Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
[The rest of this page is intentionally left blank]
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 10th day of November, 2008.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: | /s/ Ron Laeyendecker |
Name: | Ron Laeyendecker | |||
Title: | Senior Vice-President | |||
Date: | 11/5/08 |
FIRST GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By its authorized officer, |
By: | /s/ Bob Shaw |
Name: | Bob Shaw | |||
Title: | Senior Vice President | |||
Date: | 11/5/08 |
T. ROWE PRICE EQUITIY SERIES, INC.
By its authorized officer, |
By: | /s/ David Oestreicher |
Name: | David Oestreicher | |||
Title: | Vice President | |||
Date: | 11/10/08 |
T. ROWE PRICE FIXED INCOME SERIES, INC.
By its authorized officer, |
By: | /s/ David Oestreicher |
Name: | David Oestreicher | |||
Title: | Vice President | |||
Date: | 11/10/08 |
T.ROWE PRICE INTERNATIONAL SERIES, INC.
By its authorized officer, |
By: | /s/ David Oestreicher |
Name: | David Oestreicher | |||
Title: | Vice President | |||
Date: | 11/10/08 |
2
T.ROWE PRICE INVESTMENT SERVICES, INC.
By its authorized officer, |
By: | /s/ Darrell N. Braman |
Name: | Darrell N. Braman | |||
Title: | Vice President | |||
Date: | 11/11/08 |
3
SCHEDULE A
Name of Separate Account and | ||||||||
Date Established by Board of Directors |
| |||||||
Key Business COLI VUL Series Account 7 |
November 23, 1999 | |||||||
(GWL&A) | ||||||||
Key Business COLI VUL Series Account 1 | February 14, 2006 | |||||||
(First GWL&A) | ||||||||
Designated Portfolios | T. Rowe Price Equity Series, Inc. | |||||||
T. Rowe Price Equity Income Portfolio | ||||||||
T. Rowe Price New America Growth Portfolio | ||||||||
T. Rowe Price Personal Strategy Balanced Portfolio | ||||||||
T. Rowe Price Mid-Cap Growth Portfolio | ||||||||
T. Rowe Price Blue Chip Growth Portfolio | ||||||||
T. Rowe Price Equity Index 500 Portfolio | ||||||||
T. Rowe Price Health Sciences Portfolio | ||||||||
T. Rowe Price Fixed Income Series, Inc. | ||||||||
T. Rowe Price Limited-Term Bond Portfolio | ||||||||
T. Rowe Price Prime Reserve Portfolio | ||||||||
T. Rowe Price International Series, Inc. | ||||||||
T. Rowe Price International Stock Portfolio |
And any other portfolios or series of the Funds that are available and open to new investors on or after the effective date of this Agreement.
4
SECOND AMENDMENT TO PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 30th day of November, 2011, by and among, Great-West Life & Annuity Insurance Company, First Great-West Life & Annuity Insurance Company (each the Company), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc., (collectively, the Funds), T. Rowe Price Investment Services, Inc. (the Underwriter). Capitalized terms not otherwise defined herein shall have the meaning as ascribed to them in the original Agreement (defined below).
WHEREAS, Company, the Funds and the Underwriter are parties to a Fund Participation Agreement dated February 1, 2002, as amended (the Agreement);
WHEREAS, the parties desire to amend the Agreement to provide for the Company to use the Variable Insurance Portfolio-II class of shares as investment vehicles for the Variable Insurance Products offered by the Company; and
WHEREAS, the parties desire to amend certain provisions and Schedules of the Agreement.
NOW THEREFORE, the parties do hereby agree as follows:
1. | A new Section 1.3 of the Participation Agreement is added as follows: |
1.3 If the net asset value is materially incorrect through no fault of the Company, the Company on behalf of each Account, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value in accordance with Fund procedures and SEC guidelines. Any material error in the calculation of the net asset value, income dividend or capital gain information shall be reported by the Fund or its designee to the Company promptly upon discovery. Additionally, the Company shall be entitled to reimbursement from the Fund or the Underwriter for any expenses incurred by the Company in correcting an Account or Contract records or in adjusting proceeds paid to Contract owners who have redeemed or reallocated interests under their Contracts pursuant to Schedule E attached.
2. | Section 2.3 of the Participation Agreement is deleted in its entirety and replaced with the following: |
2.3 The T. Rowe Price Equity Series, Inc. and the T. Rowe Price Fixed Income Series, Inc. currently are authorized to issue a class of shares with respect to which such Fund has adopted a plan for purposes of paying for certain services under Rule 12b-1 of the 1940 Act. To the extent that another Fund decides to finance certain expenses pursuant to Rule 12b-1, the Fund will undertake to have the Board, a majority of whom are not interested persons of the Fund, formulate
and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance such expenses.
3. | Section 5.1 of the Participation Agreement is deleted in its entirety and replaced with the following: |
5.1 The Underwriter shall pay a fee to the Company or to the underwriter for the Contracts pursuant to Rule 12b-1 to finance personal services expenses as set forth in the Letter Agreement entered into between the Company and the Underwriter dated November 30, 2011.
4. | Schedule A is hereby replaced with the attached Schedule A. |
5. | Schedule C is hereby replaced with the attached Schedule C. |
6. | All other terms and provisions of the Agreement are not amended herein shall remain in full force and effect. |
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By its Authorized Officer |
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By its Authorized Officer | |||||||
By: | /s/ Ron Laeyendecker |
By: | /s/ Susan Gile | |||||
Name: | Ron Laeyendecker | Name: | Susan Gile | |||||
Title: | Senior Vice-President | Title: | Vice President | |||||
Date: | 12/12/11 | Date: |
| |||||
T. ROWE PRICE EQUITY SERIES, INC. By its Authorized Officer |
T. ROWE PRICE FIXED INCOME SERIES, INC. By its Authorized Officer | |||||||
By: | /s/ David Oestreicher |
By: | /s/ David Oestreicher | |||||
Name: | David Oestreicher | Name: | David Oestreicher | |||||
Title: | Vice President | Title: | Vice President | |||||
Date: | 11/30/11 | Date: | 11/30/11 |
2
T. ROWE PRICE INTERNATIONAL SERIES, INC. By its Authorized Officer |
|
T. ROWE PRICE INVESTMENT SERVICES, INC. By its Authorized Officer | ||||||
By: | /s/ David Oestreicher |
By: | /s/ Fran Pollack-Matz | |||||
Name: | David Oestreicher | Name: | Fran Pollack-Matz | |||||
Title: | Vice President | Title: | Vice President | |||||
Date: | 11/30/11 | Date: | 11/30/11 |
3
SCHEDULE A
Name of Separate Account and | ||||||||
Date Established by Board of Directors |
| |||||||
Key Business COLI VUL Series Account 7 |
November 23, 1999 | |||||||
(GWL&A) | ||||||||
Key Business COLI VUL Series Account 1 | February 14, 2006 | |||||||
(First GWL&A) | ||||||||
Variable Annuity-1 Series Account | July 24, 1995 | |||||||
(GWL&A) | ||||||||
Variable Annuity-1 Series Account | January 15, 1997 | |||||||
(First GWL&A) | ||||||||
Variable Annuity-2 Series Account | June 25, 2009 | |||||||
(GWL&A) | ||||||||
Variable Annuity-2 Series Account | September 13, 1989 | |||||||
(First GWL&A) | ||||||||
Designated Portfolios | T. Rowe Price Equity Series, Inc. | |||||||
T. Rowe Price Equity Income Portfolio | ||||||||
T. Rowe Price Equity Income Portfolio-II | ||||||||
T. Rowe Price New America Growth Portfolio | ||||||||
T. Rowe Price Personal Strategy Balanced Portfolio | ||||||||
T. Rowe Price Mid-Cap Growth Portfolio | ||||||||
T. Rowe Price Mid-Cap Growth Portfolio-II | ||||||||
T. Rowe Price Blue Chip Growth Portfolio | ||||||||
T. Rowe Price Blue Chip Growth Portfolio-II | ||||||||
T. Rowe Price Equity Index 500 Portfolio | ||||||||
T. Rowe Price Health Sciences Portfolio | ||||||||
T. Rowe Price Health Sciences Portfolio-II | ||||||||
T. Rowe Price Fixed Income Series, Inc. | ||||||||
T. Rowe Price Limited-Term Bond Portfolio | ||||||||
T. Rowe Price Limited-Term Bond Portfolio-II | ||||||||
T. Rowe Price Prime Reserve Portfolio | ||||||||
T. Rowe Price International Series, Inc. | ||||||||
T. Rowe Price International Stock Portfolio |
And any other portfolios or series of the Funds that are available and open to new investors on or after the effective date of this Agreement.
A-1
SCHEDULE C
EXPENSES
The Fund and/or the Underwriter and/or Adviser, and Company
will coordinate the functions and pay the costs of completing these functions based upon an allocation of costs in the tables below. Costs shall be allocated to reflect the Funds share of the total costs determined according to the number of pages of the Funds respective portions of the documents. The Company in seeking reimbursement for such costs shall submit an invoice showing the allocation of the Funds share of the total costs, and the methodology by which such allocation was calculated.
Item | Function | Party Responsible for Coordination |
Party Responsible for Expense | |||
Fund Prospectus (Statutory and Summary Prospectuses) | Printing of prospectuses, or compiling of electronic prospectus, if needed in the future |
Company | Fund or Underwriter, as applicable | |||
Fund, Underwriter or Adviser shall supply Company with such- numbers of the Designated Portfolio(s) prospectus(es) as Company shall reasonably request | Company | Fund or Underwriter, as applicable | ||||
Distribution to New and Inforce Clients | Company | Company | ||||
Distribution to Prospective Clients | Company | Company | ||||
Distribution to Clients in connection with initial rollout of Fund in connection with the Contracts | Company | Fundor Underwriter, as applicable | ||||
Fund Prospectus Update (Statutory and Summary Prospectuses) Update & Distribution |
If Required by Fund, Underwriter or Adviser | Fund, Underwriter or Adviser |
Fund or Underwriter, as applicable | |||
If Required by | Company | Company |
C-1
Company | ||||||
Fund SAI | Printing | Fund, Underwriter or Adviser | Fund or Underwriter, as applicable | |||
Distribution | Company | Company | ||||
Proxy Material for Fund | Printing if proxy required by Law | Fund, Underwriter or Adviser | Fund or Underwriter | |||
Distribution (including labor) if proxy required by Law | Company | Fund or Underwriter | ||||
Printing & distribution if required by Company | Company | Company | ||||
Fund Annual & Semi- Annual Report | Printing of reports | Company | Fund or Underwriter | |||
Distribution | Company | Company | ||||
Other communication to New and Prospective clients | If Required by the Fund, Underwriter or Adviser | Company | Fund or Underwriter, as applicable | |||
If Required by Company | Company | Company | ||||
Other communication to inforce | Distribution (including labor and printing) if required by the Fund, Underwriter or Adviser | Company | Fund or Underwriter, as applicable | |||
Distribution (including labor and printing) if required by Company | Company | Company | ||||
Substitution Orders | Application for, and implementation of (including necessary printing and mailings), substitution orders required as a result of Fund action | Company | Fund or Underwriter | |||
Operations of the | All operations and | Fund, Underwriter | Fund or |
C-2
Fund | related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Fund, and expenses paid or assumed by the fund pursuant to any Rule 12b-1 plan | Underwriter |
C-3
SCHEDULE E
Compensating for Contract Owner Losses Caused by Pricing, Income, Dividend and Capital Gains Distribution Errors.
In the event the Fund provides a materially incorrect price for the Fund, or provides incorrect income, dividend or capital gains distribution information for the Fund, through no fault of the Company, the Underwriter will adjust the Account with the Fund on a net basis to correct the shares in the account. The materiality of an incorrect price will be determined with reference to applicable SEC guidance. If the Company adjusts the underlying Contract owners accounts, those accounts with gains shall be used to offset those accounts with losses, including those Contract owners who received underpaid distributions (Contract owner Adjustments). After the Contract owner Adjustments, the Company will identify those Contract owners who received distributions or made exchanges into other investment options during the time period affected by the incorrect price or the incorrect dividend or distribution information. The Company will then notify the Underwriter of the amount of losses suffered as a result of (i) for an overstated price or overstated income, dividend or capital gains distributions, Contract owners whose accounts had a loss that could not be offset by the overpayments (gains) made to Contract owners who took distributions; or (ii) for an understated price or understated dividends or distributions, Contract owners who received underpaid distributions that could not be offset by gains in other Contract owner accounts; or (iii) for exchanges into other investment options, Contract owners whose accounts had a loss due to the adjustment in the other investment option (caused by market fluctuation of the other investment option) and such loss cannot be offset by the gains received by Contract owners who exchanged into other investment options where such fluctuation caused a gain. Upon receipt of appropriate documentation verifying such losses, the Underwriter shall reimburse the Account with the appropriate number of additional shares. Should the Company fail to collect overpayments made to those Contract owners who received distributions with a gain, the Company agrees to subrogate its claim against such Contract owner to the Fund, the Underwriter or its affiliate. Any net gains calculated after Contract owner Adjustments will be returned by the Company to the Underwriter.
Compensating the Company for its Expenses Incurred as a Result of Pricing, Income, Dividend or Capital Gains Distribution Errors. Set forth below is the criteria that must be met before the Underwriter will reimburse the Company for expenses incurred due to pricing, income, dividend or capital gains distribution errors:
| The Company must provide a full accounting of expenses; |
| A $5,000 cap will be imposed on each occurrence; |
| Expenses may include payroll overtime, system fees, postage and stationery (if separate mailing is required); |
| The Company must use its best efforts to mitigate all expenses which may be reimbursable; and |
| Expenses and payroll overtime shall not include any time spent customizing the Companys systems to correct the error. |
E-1
AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to Participation Agreement (the Agreement), made and entered into this 29th day of August, 2013 by and among Great-West Life & Annuity Insurance Company (GWL&A), Great-West Life & Annuity Insurance Company of New York (GWL&A-NY), formerly known as First Great-West Life & Annuity Insurance Company (collectively the Company), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. (collectively, the Funds) and T. Rowe Price Investment Services, Inc. (the Underwriter). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).
WHEREAS, the Company, the Funds and the Underwriter are parties to a Participation Agreement dated February 1, 2002, as amended (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add an additional separate Account; and
WHEREAS, the Parties desire and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:
1. | All references to the Account now include the COLI VUL-14 Series Account of GWL&A; |
2. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference into this Amendment. |
IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized officer.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By: | /s/ Susan Gile | |
Name: | Susan Gile | |
Title: | V.P. Individual Markets | |
Date: | 09/04/2013 |
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By: | /s/ Ron Laeyendecker | |
Name: | Ron Laeyendecker | |
Title: | Senior Vice President | |
Date: | 09/04/2013 |
T. ROWE PRICE INTERNATIONAL SERIES, INC.
By: | /s/ David Oestreicher | |
Name: | David Oestreicher | |
Title: | Vice President | |
Date: | 8/29/13 |
T. ROWE PRICE EQUITY SERIES, INC.
By: | /s/ David Oestreicher | |
Name: | David Oestreicher | |
Title: | Vice President | |
Date: | 8/29/13 |
T. ROWE PRICE FIXED INCOME SERIES, INC.
By: | /s/ David Oestreicher | |
Name: | David Oestreicher | |
Title: | Vice President | |
Date: | 8/29/13 |
T. ROWE PRICE INVESTMENT SERVICES, INC.
By: | /s/ Fran Pollack-Matz | |
Name: | Fran Pollack-Matz | |
Title: | Vice President | |
Date: | 8/29/13 |
SCHEDULE A
Name of Separate Account | Date Established by Board of Directors | |
COLI VUL-7 Series Account of GWL&A |
November 23, 1999 | |
COLI VUL-14 Series Account of GWL&A |
January 20, 2001 | |
COLI VUL-1 Series Account of GWL&A-NY |
February 14, 2006 | |
Variable Annuity-1 Series Account of GWL&A |
July 24, 1995 | |
Variable Annuity-1 Series Account of GWL&A- NY |
January 15, 1997 | |
Variable Annuity-2 Series Account of GWL&A |
June 25, 2009 | |
Variable Annuity-2 Series Account of GWL&A- NY | September 13, 1989 |
Designated Portfolios
T. Rowe Price Equity Series, Inc.
| T. Rowe Price Equity Income Portfolio |
| T. Rowe Price Equity Income Portfolio II |
| T. Rowe Price New America Growth Portfolio |
| T. Rowe Price Personal Strategy Balanced Portfolio |
| T. Rowe Price Mid-Cap Growth Portfolio |
| T. Rowe Price Mid-Cap Growth Portfolio II |
| T. Rowe Price Blue Chip Growth Portfolio |
| T. Rowe Price Blue Chip Growth Portfolio II |
| T. Rowe Price Equity Index 500 Portfolio |
| T. Rowe Price Health Sciences Portfolio |
| T. Rowe Price Health Sciences Portfolio II |
T. Rowe Price Fixed Income Series, Inc.
| T. Rowe Price Limited-Term Bond Portfolio |
| T. Rowe Price Limited-Term Bond Portfolio II |
| T. Rowe Price Prime Reserve Portfolio |
T. Rowe Price International Series, Inc.
| T. Rowe Price International Stock Portfolio |
And any other portfolios or series of the Funds that are available and open to new investors on or after the effective date of this Agreement.
AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to Participation Agreement (the Agreement), made and entered into this 17th day of March, 2014 by and among Great-West Life & Annuity Insurance Company (GWL&A), Great-West Life & Annuity Insurance Company of New York (GWL&A-NY) (collectively the Company), T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price International Series, Inc. (collectively, the Funds) and T. Rowe Price Investment Services, Inc. (the Underwriter). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the original Agreement (defined below).
WHEREAS, the Company, the Funds and the Underwriter are parties to a Participation Agreement dated February 1, 2002, as amended (the Agreement); and
WHEREAS, the Parties to the Agreement desire to add additional separate Accounts; and
WHEREAS, the Parties and agree to amend the Agreement by deleting in its entirety Schedule A of the Agreement and replacing with the Schedule A attached hereto.
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:
1. | All references to the Account now include the COLI VUL-2 Series Account of GWL&A; |
2. | All references to the Account now include the COLI VUL-2 Series Account of GWL&A-NY; |
3. | All references to the Account now include the COLI VUL 4 Series Account of GWL&A; and |
4. | Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference into this Amendment. |
IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized officer.
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY
By: | /s/ Susan Gile | |
Name: | Susan Gile | |
Title: | VP- Individual Markets | |
Date: | 3-17-2014 |
GREAT-WEST LIFE AND ANNUITY INSURANCE COMPANY OF NEW YORK
By: | /s/ Ron Laeyendecker | |
Name: | Ron Laeyendecker | |
Title: | Senior Vice President | |
Date: | 3-17-2014 |
Page 1 of 3
T. ROWE PRICE INTERNATIONAL SERIES, INC.
By: | /s/ David Oestreicher | |
Name: | David Oestreicher | |
Title: | Vice President | |
Date: | 3/25/14 |
T. ROWE PRICE EQUITY SERIES, INC.
By: | /s/ David Oestreicher | |
Name: | David Oestreicher | |
Title: | Vice President | |
Date: | 3/25/14 |
T. ROWE PRICE FIXED INCOME SERIES, INC.
By: | /s/ David Oestreicher | |
Name: | David Oestreicher | |
Title: | Vice President | |
Date: | 3/25/14 |
T. ROWE PRICE INVESTMENT SERVICES, INC.
By: | /s/ Fran Pollack-Matz | |
Name: | Fran Pollack-Matz | |
Title: | Vice President | |
Date: | 3/26/14 |
Page 2 of 3
SCHEDULE A
Name of Separate Account | Date Established by Board of Directors | |
COLI VUL-2 Series Account of GWL&A | November 25, 1997 | |
COLI VUL-4 Series Account of GWL&A | November 25, 1997 | |
COLI VUL-7 Series Account of GWL&A | November 23, 1999 | |
COLI VUL-14 Series Account of GWL&A | January 20, 2001 | |
COLI VUL-1 Series Account of GWL&A-NY | February 14, 2006 | |
COLI VUL-2 Series Account of GWL&A-NY | February 14, 2006 | |
Variable Annuity-1 Series Account of GWL&A | July 24, 1995 | |
Variable Annuity-1 Series Account of GWL&A-NY | January 15, 1997 | |
Variable Annuity-2 Series Account of GWL&A | June 25, 2009 | |
Variable Annuity-2 Series Account of GWL&A-NY | September 13, 1989 |
Designated Portfolios
T. Rowe Price Equity Series, Inc.
| T. Rowe Price Equity Income Portfolio |
| T. Rowe Price Equity Income Portfolio II |
| T. Rowe Price New America Growth Portfolio |
| T. Rowe Price Personal Strategy Balanced Portfolio |
| T. Rowe Price Mid-Cap Growth Portfolio |
| T. Rowe Price Mid-Cap Growth Portfolio II |
| T. Rowe Price Blue Chip Growth Portfolio |
| T. Rowe Price Blue Chip Growth Portfolio II |
| T. Rowe Price Equity Index 500 Portfolio |
| T. Rowe Price Health Sciences Portfolio |
| T. Rowe Price Health Sciences Portfolio II |
T. Rowe Price Fixed Income Series, Inc.
| T. Rowe Price Limited-Term Bond Portfolio |
| T. Rowe Price Limited-Term Bond Portfolio II |
| T. Rowe Price Prime Reserve Portfolio |
T. Rowe Price International Series, Inc.
| T. Rowe Price International Stock Portfolio |
And any other portfolios or series of the Funds that are available and open to new investors on or after the effective date of this Agreement.
Page 3 of 3
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT, effective October 1, 2009, by and among, VAN ECK WORLDWIDE INSURANCE TRUST, VAN ECK SECURITIES CORPORATION, VAN ECK ASSOCIATES CORPORATION, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A) and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A) (collectively, the Parties). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Parties entered into to a Participation Agreement dated October 11, 2007 (the Agreement) pertaining to segregated asset accounts established by GWL&A and First GWL&A (the Accounts); and
WHEREAS, the Parties desire and agree to amend the Agreement to include additional Accounts.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
Schedule A of the Agreement is hereby replaced in its entirety with Schedule A as attached and incorporated by reference to this Amendment. |
2. |
All other terms and provisions of the Agreement shall remain in full force and effect. |
[Intentionally Left Blank]
1
Schedule A
Designated Portfolios
Worldwide Hard Assets Fund Initial Class, Worldwide Emerging Markets Fund Initial Class, Worldwide Real Estate Fund Initial Class, Worldwide Multi-Manager Alternatives Fund Initial Class, and Worldwide Bond Fund Initial Class, and any and all other portfolios of the Fund that are available and open to new investors on or after the effective date of this Agreement.
Separate Accounts |
||
COLI VUL-1 |
COLI VUL-8 | |
COLI VUL-2 (GWL&A) |
COLI VUL-9 | |
COLI VUL-2 (FGWL&A) |
COLI VUL-10 | |
COLI VUL-3 |
COLI VUL-11 | |
COLI VUL-4 (GWL&A) |
COLI VUL-12 | |
COLI VUL-4 (GWL&A) |
COLI VUL-13 | |
COLI VUL-5 |
COLI VUL-14 | |
COLI VUL-6 |
COLI VUL-15 | |
COLI VUL-7 |
Varifund Variable Annuity Account Prestige
Variable Life Account
3
AMENDMENT NO. 2 TO SERVICE AGREEMENT
THIS AMENDMENT NO. 2 TO SERVICE AGREEMENT, effective October 1, 2009, by and among VAN ECK SECURITIES CORPORATION, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWL&A) and FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (First GWL&A) (collectively, the Parties) is made to a certain Service Agreement dated October 11, 2007, as amended, entered into by and among the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Parties desire and agree to amend the Agreement to include additional Accounts.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereby amend the Agreement as follows:
1. |
Exhibit B of the Agreement is hereby replaced in its entirety with Exhibit B as attached and incorporated by reference to this Amendment. |
2. |
All other terms and provisions of the Agreement shall remain in full force and effect. |
[Intentionally Left Blank]
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the 6 day of Nov, 2009.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
|
By its authorized officer, | |||
|
By: |
/s/ Ron Laeyendecker | ||
Name: Ron Laeyendecker | ||||
|
Title: Senior Vice President | |||
Date: 10/06/09 |
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
|
By its authorized officer, | |||
|
By: |
/s/ Susan Gile | ||
Name: Susan Gile | ||||
|
Title: Vice President | |||
Date: 10/06/09 |
VAN ECK SECURITIES CORPORATION
|
By its authorized officer, | |||
|
By: |
/s/ Peter Moeller | ||
|
Name: Peter Moeller | |||
Title: SVP | ||||
Date: |
2
EXHIBIT B
NAME OF VARIABLE ACCOUNTS/CONTRACTS
Variable Annuity-1 Separate Account of GWL&A Select
Variable Annuity-1 Separate Account of GWL&A OneSource
Variable Annuity-1 Separate Account of First GWL&A Select
Variable Annuity-1 Separate Account of First GWL&A OneSource
Varifund Variable Annuity Account
Prestige Variable Life Account
COLI VUL-1 |
COLI VUL-8 | |
COLI VUL-2 (GWL&A) |
COLI VUL-9 | |
COLI VUL-2 (FGWL&A) |
COLI VUL-10 | |
COLI VUL-3 |
COLI VUL-11 | |
COLI VUL-4 (GWL&A) |
COLI VUL-12 | |
COLI VUL-4 (GWL&A) |
COLI VUL-13 | |
COLI VUL-5 |
COLI VUL-14 | |
COLI VUL-6 |
COLI VUL-15 | |
COLI VUL-7 |
3
AMENDMENT NO. 3 TO
SERVICE AGREEMENT
THIS AMENDMENT NO. 3 (Amendment) is made and entered into this 28th day of August, 2014 and amends that certain Service Agreement (the Agreement) dated October 11, 2007 by and among Great-West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York (formerly First Great-West Life & Annuity Insurance Company) and Van Eck Securities Corporation, as amended May 1, 2009 and October 1, 2009.
WHEREAS, the parties to the Agreement wish to amend the Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the undersigned parties agree as follows:
1. | Exhibit A of the Agreement is hereby deleted in its entirety and replaced with Exhibit A as attached and incorporated by reference to this Amendment. |
2. | Exhibit B of the Agreement is hereby deleted in its entirety and replaced with Exhibit B as attached and incorporated by reference to this Amendment. |
3. | All references in the Agreement to First Great-West Life & Annuity Insurance Company or to FGWL&A are hereby deleted and replaced with Great-West Life & Annuity Insurance Company of New York or GWL&A NY, as appropriate. |
4. | Except as expressly modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. |
5. | This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and such counterparts together shall constitute one instrument. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Amendment as of the date and year first above written.
|
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | |||||
By: | /s/ Susan Gile |
|||||
Name: Susan Gile | ||||||
Title: VP- Individual Markets | ||||||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK | ||||||
By: | /s/ Ron Laeyendecker |
|||||
Name: Ron Laeyendecker | ||||||
Title: Senior Vice President | ||||||
VAN ECK SECURITIES CORPORATION | ||||||
By: | /s/ Bruce Smith |
|||||
Name: Bruce Smith | ||||||
Title: SVP and Chief Financial Officer |
EXHIBIT A
Initial Class and S Class of each series of Van Eck VIP Trust
EXHIBIT B
Name of Variable Accounts/Contracts
Variable Annuity1 Series Account of GWL&A Schwab Select Annuity
Variable Annuity1 Series Account of GWL&A Schwab OneSource Annuity
Variable Annuity1 Series Account of GWL&A Schwab OneSource Choice Variable Annuity
Variable Annuity1 Series Account of GWL&A Schwab Adviser Choice Variable Annuity
Variable Annuity1 Series Account of GWL&A NY Schwab Select Annuity
Variable Annuity1 Series Account of GWL&A NY Schwab OneSource Annuity
Variable Annuity1 Series Account of GWL&A NY Schwab OneSource Choice Variable Annuity
Variable Annuity1 Series Account of GWL&A NY Schwab Adviser Choice Variable Annuity
Variable Annuity2 Series Account of GWL&A Varifund
Variable Annuity2 Series Account of GWL&A Varifund Advisor
Variable Annuity2 Series Account of GWL&A Varifund Plus
Variable Annuity2 Series Account of GWL&A Great-West Smart Track Variable Annuity
Variable Annuity2 Series Account of GWL&A Great-West Smart Track II Variable Annuity Variable
Annuity2 Series Account of GWL&A NY Great-West Smart Track Variable Annuity
Variable Annuity2 Series Account of GWL&A NY Great-West Smart Track II Variable Annuity
Prestige Variable Life Account
COLI VUL-1 | COLI VUL-8 | |
COLI VUL-2 (GWL&A) |
COLI VUL-9 | |
COLI VUL-2 (GWL&A NY) |
COLI VUL-10 | |
COLI VUL-3 | COLI VUL-11 | |
COLI VUL-4 (GWL&A) |
COLI VUL-12 | |
COLI VUL-4 (GWL&A NY) |
COLI VUL-13 | |
COLI VUL-5 | COLI VUL-14 | |
COLI VUL-6 | COLI VUL-15 | |
COLI VUL-7 |
TRUST PARTICIPATION AGREEMENT
Among
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
Victory Variable Insurance Funds
Victory Capital Management Inc.
and
Victory Capital Advisers, Inc.
THIS TRUST PARTICIPATION AGREEMENT (the Agreement) is made and entered into as of this 1st day of May, 2018 (the Effective Date) by and among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter GWL&A), a Colorado life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B attached hereto (the GWL&A Account(s)); GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (hereinafter GWL&ANY), a New York life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B (the GWL&ANY Account(s)); (the GWL&A Account(s) and the GWL&ANY Account(s) may be referred to herein individually, or collectively as the Accounts) (GWL&A and GWL&ANY may be referred to herein individually, each as an Insurance Party, or collectively as the Insurance Parties); Victory Variable Insurance Trusts, a Delaware statutory trust (the Trust) on behalf of its series portfolios, individually and not jointly (collectively, the Funds, individually the Fund);, Victory Capital Management Inc., a New York Corporation (hereinafter the Adviser),; and Victory Capital Advisers, Inc., a (hereinafter the Distributor), (each a Party and collectively the Parties).
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the 1940 Act) and its shares are registered under the Securities Act of 1933, as amended (hereinafter the 1933 Act); and
WHEREAS, the Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act) and is a member in good standing of the Financial Industry Regulatory Authority, Inc. (the FINRA); and
WHEREAS, the Insurance Parties have certain registered and unregistered variable annuity and variable life contracts supported wholly or partially by the Accounts (the Contracts) to be made available to owners thereof, including any participants or employees of such owners as applicable (Contract Owners); and
WHEREAS, to the extent required by applicable law, the Insurance Parties have registered the Account(s) as a unit investment trust under the 1940 Act unless excepted from registration pursuant to Section 3(c)(7) or Section 3(c)(11) of the 1940 Act, and have registered the securities deemed to be issued by the Account(s) under the 1933 Act unless exempt from registration; and
GWLA GWLANY Fund Participation Agreement (rev 03-2015)
WHEREAS, the GWL&A Account(s) is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GWL&A, under the insurance laws of the State of Colorado, to set aside and invest assets attributable to the GWL&A Contracts, and the GWL&ANY Account(s) is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of GWL&ANY, under the insurance laws of the State of New York, to set aside and invest assets attributable to the GWL&ANY Contracts; and
WHEREAS, to the extent permitted by applicable laws and regulations, GWL&A and GWL&ANY intend to purchase shares in the Fund(s) listed in Schedule A attached hereto and incorporated herein by reference, as such Schedule may be amended from time to time by mutual written agreement (the Designated Portfolio(s)), on behalf of their respective Accounts to fund the applicable Contracts, and the Trust is authorized to sell such shares to unregistered unit investment trusts such as the Accounts at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Accounts also intend to purchase shares in other open-end investment companies or series thereof not affiliated with the Fund (the Unaffiliated Funds) on behalf of the Accounts to fund the Contracts; and
WHEREAS, GWL&A has arrangements with GWL&ANY to provide administrative services, including certain services related to certain performances contemplated herein by GWL&ANY; and
WHEREAS, GWL&A and GWL&ANY intend to utilize their 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 the FINRA, to transmit instructions for the purchase, redemption and transfer of Fund shares on behalf of the Accounts, and alone, or with the assistance of a recordkeeping affiliate, to perform certain recordkeeping functions associated with the transfer of Fund shares into and out of the Accounts in order to recognize certain organizational economies; and
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. All purchases, redemptions and exchanges of Designated Portfolio shares for the Accounts, in addition to the pricing and correction thereof, of Designated Portfolio shares, shall be governed by and subject to the terms of the Trading and NSCC Fund/SERV Networking Agreement, by and between GWFS and Victory Portfolios, dated December 1, 2002, as amended.
1.2. Notwithstanding Section 1.1 of this Agreement, if an adjustment is necessary to correct an error which has caused Contract owners to receive less than the amount to which they are entitled, the number of shares of the applicable sub-account of such Contract owners will be adjusted and the amount of any underpayments shall be credited by the Trusts designee to GWL&A and GWL&ANY for crediting of such amounts to the applicable Contract owners accounts. Upon notification by the Trusts designee of any overpayment due to an error, GWL&A or GWL&ANY, as applicable, shall promptly remit to the Trust any overpayment that has not been paid to Contract owners; in instances where over payment to Contract owners has been made, GWL&A or GWL&ANY as appropriate will make a good faith effort to recover any overpayment but shall not otherwise be affirmatively bound hereby to do so. . In no event will GWL&A or GWL&ANY be liable to Contract owners for any such adjustments or underpayment amounts
ARTICLE II. Representations and Warranties
2.1. GWL&A represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the GWL&A Account prior
GWLA GWLANY Fund Participation Agreement (rev 03-2015) | Page 2 of 24 |
to any issuance or sale of units thereof as a segregated asset account under Colorado Law. GWL&ANY represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the GWL&ANY Account prior to any issuance or sale of units thereof as a segregated asset account under New York law.
2.2. The Trust represents and warrants that Designated Portfolio(s) shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with all applicable federal securities laws including without limitation the 1933 Act, the 1934 Act, and the 1940 Act and that the Trust is and shall remain registered under the 1940 Act. The Trust shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2.3. The Trust and Adviser agree to comply with applicable provisions and SEC staff interpretations of the 1940 Act to assure that the investment advisory or management fees paid to the Adviser by the Trust are in accordance with the requirements of the 1940 Act. To the extent that the Trust finances distribution expenses pursuant to Rule 12b-1, the Trust undertakes to have its Board, a majority of whom are not interested persons of the Trust, formulate and approve any plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses.
2.4. The Trust represents and warrants that the investment policies, fees and expenses of the Designated Portfolio(s) are and shall at all times remain in compliance with the Trusts Prospectus and any Applicable Law. The Trust and Distributor represent and warrant that they will make every effort to ensure that Designated Portfolio(s) shares will be sold in compliance with all Applicable Law. The Trust and Distributor shall register and qualify the shares for sale in accordance with the laws of the various states if and to the extent required by Applicable Law. The Insurance Parties will endeavor to keep each other and the Adviser informed of any change in state insurance laws, regulations or interpretations of the foregoing that affect the Designated Portfolio(s) (a Law Change). In the event of a Law Change, the Trust agrees that it may (in its sole discretion) take any action required by a Law Change.
2.5. The Trust represents and warrants that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act.
2.6 The Adviser represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Trust in compliance in all material respects with the laws of the State of New York and any applicable state and federal securities laws.
2.7. The Distributor represents and warrants that it is and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Trust in compliance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.
2.8. The Trust and the Adviser represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Trust are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bonds must include coverage for larceny and embezzlement and must be issued by a reputable bonding company.
2.9. The Trust will promptly notify the Insurance Parties of any material change affecting the Designated Portfolio(s) (including, but not limited to, any material change in the registration statement or prospectus affecting the Designated Portfolio(s)) and any proxy solicitation affecting the Designated
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Portfolio(s) and consult with the Insurance Parties in order to implement any such change in an orderly manner, recognizing the expenses of changes and attempting to minimize such expenses by implementing them in conjunction with regular annual updates of the prospectus for the Contracts. The Trust agrees to share equitably in expenses incurred by the Insurance Parties as a result of actions taken by the Trust, consistent with the allocation of expenses contained in Schedule C attached hereto and incorporated herein by reference.
ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. If applicable state or federal laws or regulations require that prospectuses for the Trust be distributed to all Contract owners, then at least annually, the Distributor or Trust shall provide the Insurance Parties with as many copies of the Funds current prospectus as the Insurance Parties may reasonably request for marketing purposes (including distribution to Contract owners with respect to new sales of a Contract), with expenses to be borne in accordance with Schedule C. If requested by the Insurance Parties in lieu thereof, the Distributor or Trust shall provide such documentation (including a camera-ready copy and computer diskette of the Fund(s) current prospectus and other assistance as is reasonably necessary in order for the Insurance Parties once each year (or more frequently if the prospectuses are amended) to have the prospectus for the Contracts and the Funds prospectus printed together in one document. The Trust and Distributor agree that in the future, the Insurance Parties may request that the prospectus (and semi-annual and annual reports) for the Fund(s) describe only the Fund(s) and not name or describe any other portfolios or series that may be in the Trust, unless required by law. Should the Insurance Parties determine that they will make the prospectuses available in an electronic format, the Trust or Distributor, as applicable agree to assist the Insurance Parties in obtaining the required information from EDGAR and the expenses associated with this form of distribution will be borne in accordance with Schedule C.
3.2. If applicable state or federal laws or regulations require that the Statement of Additional Information (SAI) for the Trust be distributed to all Contract owners, then the Trust or Distributor shall provide the Insurance Parties with copies of the Funds SAI or documentation thereof in such quantities, with expenses to be borne in accordance with Schedule C, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract owners. The Distributor and/or the Trust shall also provide SAIs to any Contract owner or prospective owner who requests such SAI from the Trust (although it is anticipated that such requests will be made to the Insurance Parties).
3.3. The Trust, Distributor and/or Adviser shall provide the Insurance Parties with copies of the Trusts proxy material, reports to stockholders and other communications to stockholders for the Designated Portfolio(s) in such quantity, with expenses to be borne in accordance with Schedule C, as the Insurance Parties may reasonably require to permit timely distribution thereof to Contract owners, as required by law.
3.4. It is understood and agreed that, except with respect to information regarding an Insurance Party provided in writing by that Party, such Insurance Party is not responsible for the content of the prospectus or SAI for the Designated Portfolio(s).
3.5. If and to the extent required by law each Insurance Party shall:
(i) | solicit voting instructions from Contractowners; |
(ii) | vote the Designated Portfolio(s) shares held in the Accounts in accordance with instructions received from Contractowners; and |
(iii) | vote Designated Portfolio shares held in the Accounts for which no instructions have been received in the same proportion as Designated Portfolio(s) shares for which instructions have been received from Contractowners, so long as and to the |
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extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Insurance Parties reserve the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. |
3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Trust currently intends, comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SECs interpretation of the requirements of Section 16(a) with respect to periodic elections of directors or trustees and with whatever rules the Commission may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1. The Insurance Parties shall furnish, or shall cause to be furnished, to the Trust or its designee, a copy of each piece of sales literature or other promotional material that the Insurance Parties develop or propose to use and in which the Trust (or a Portfolio thereof), its Adviser or one of its sub-advisers or the Distributor is named in connection with the Contracts, at least ten (10) Business Days prior to its use. No such material shall be used if the Trust objects to such use within five (5) Business Days after receipt of such material.
4.2. The Insurance Parties shall not give any information or make any representations or statements on behalf of the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for the Trust shares, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Trust, Distributor or Adviser, except with the permission of the Trust, Distributor or Adviser.
4.3. The Trust, the Distributor or the Adviser shall furnish, or shall cause to be furnished, to The Insurance Parties, a copy of each piece of sales literature or other promotional material in which the Insurance Parties and/or their separate account(s) are named at least ten (10) Business Days prior to its use. No such material shall be used if the Insurance Parties object to such use within five (5) Business Days after receipt of such material.
4.4. The Trust and the Adviser shall not give any information or make any representations on behalf of the Insurance Parties or concerning the Insurance Parties, the Accounts, or the Contracts other than the information or representations contained in the Contracts, as the same may be amended or supplemented from time to time, or in sales literature or other promotional material approved by the Insurance Parties or their designee, except with the permission of the Insurance Parties.
4.5. The Trust will provide to the Insurance Parties at least one complete copy of all registration statements, prospectuses, SAIs, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Designated Portfolio(s), contemporaneously with the filing of such document(s) with the SEC or FINRA or other regulatory authorities.
4.6. The Insurance Parties will provide to the Trust at least one complete copy of all sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Accounts, contemporaneously with the filing of such document(s) with the SEC, FINRA, or other regulatory authority.
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4.7. For purposes of Articles IV and VII, the phrase sales literature and other promotional material includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media; e.g., on-line networks such as the Internet or other electronic media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and shareholder reports, and proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the FINRA rules, the 1933 Act or the 1940 Act.
4.8. At the request of any Party to this Agreement, each other Party will make available to the other Partys independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to this Agreement or any Partys obligations under this Agreement.
ARTICLE V. Fees and Expenses
5.1. The Trust and the Adviser will pay certain fees in accordance with Schedule D. In addition, the Parties will bear certain expenses in accordance with Schedule C, as well as Articles III and V of this Agreement.
5.2. All expenses incident to performance by the Trust, Distributor and the Adviser under this Agreement shall be paid by the appropriate Party, as further provided in Schedule C. The Trust shall ensure that all shares of the Designated Portfolio(s) are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent required, in accordance with applicable state laws prior to their sale.
5.3. The Parties shall bear the expenses of routine annual distribution (mailing costs) of the Fund(s) prospectus and distribution (mailing costs) of the Fund(s) proxy materials and reports to owners of Contracts offered by the Insurance Parties, which may be required by law, in accordance with Schedule C.
5.4 The Trust, the Distributor and the Adviser acknowledge that a principal feature of the Contracts is the Contract owners ability to choose from a number of unaffiliated mutual funds (and portfolios or series thereof), including the Designated Portfolio(s) and the Unaffiliated Funds, and to transfer the Contracts cash value between funds and portfolios. The Trust and the Adviser agree to cooperate with the Insurance Parties in facilitating the operation of the Accounts and the Contracts as described in the prospectus for the Contracts, including but not limited to cooperation in facilitating transfers between Unaffiliated Funds.
ARTICLE VI. Diversification and Qualification
6.1. The Trust, Distributor and Adviser represent and warrant that the Trust and each Designated Portfolio thereof 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 the regulations issued thereunder. Without limiting the scope of the foregoing, the Trust will at all times comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VII by the Trust, it will take all reasonable steps (a) to notify the Insurance Companies of such breach and (b) to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Regulation §1.817-5.
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6.2. The Trust, the Distributor and the Adviser represent and warrant that the Trust and each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (hereinafter the Code), and that each Designated Portfolio will maintain such qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect.
6.3. The Trust, Distributor or Adviser will notify the Insurance Parties promptly upon having a reasonable basis for believing that the Trust or any Designated Portfolio has ceased to comply with the aforesaid Subchapter M qualification requirements or might not so comply in the future.
6.4. Without in any way limiting the effect of Sections 7.2, 7.3 and 7.4 of this Agreement, and without in any way limiting or restricting any other remedies available to the Insurance Parties, the Adviser or Distributor will pay all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Trust or any Designated Portfolio to comply with Section 6.1, including all costs associated with reasonable and appropriate corrections or responses to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed portfolio (including but not limited to an order pursuant to Section 26(c) of the 1940 Act); such costs are to include, but are not limited to, fees and expenses of legal counsel and other advisors to the Insurance Parties and any federal income taxes or tax penalties and interest thereon (or toll charges or exactments or amounts paid in settlement) incurred by any of the Insurance Parties with respect to itself or owners of its Contracts in connection with any such failure or anticipated or reasonably foreseeable failure.
6.5. The Trust at the Trusts expense shall provide the Insurance Parties or their designees with reports certifying compliance with the aforesaid Subchapter M qualification requirements, at the times provided for; provided, however, that providing such reporting does not relieve the Trust of its responsibility for such compliance or of its liability for any non-compliance.
6.6 GWL&A represents that (a) it has established and maintains policies and procedures reasonably designed to detect and prevent the occurrence of transactions that would violate Rule 22c-1 under the 1940 Act and other applicable rules and regulations; and (b) it has reviewed its policies and procedures to ensure that they are adequate with respect to preventing violations of law and prospectus requirements related to timely order-taking and market timing activity[; and (c) that you will provide the confirmation set forth in Appendix D hereto].
6.7 GWL&A agrees to comply with applicable U.S. Department of Treasury and/or Office of Foreign Assets Control laws, regulations, requirements, and guidance (OFAC Requirements) by adopting compliance policies and procedures with respect to Policy owners investments in the Accounts. GWL&A agrees to comply with applicable money laundering and current transactions reporting laws, regulations, and government or regulatory guidance, including the use of a customer identification program, suspicious activity reporting, and recordkeeping requirements (collectively with the OFAC Requirements, the AML Requirements), and with any anti-money laundering guidelines as may be agreed to by the parties. GWL&A will ensure the ability of federal examiners to obtain information and records relating to AML Requirements. Upon the reasonable request of the Trust or its agent, and in accordance with AML Requirements, GWL&A with provide sufficient documentation regarding GWL&As compliance with AML Requirements.
ARTICLE VII. Indemnification
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7.1. Indemnification by the Insurance Parties
(a) Each Insurance Party (solely with respect to their respective Account) agrees to indemnify and hold harmless the Trust, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Trust, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of such Insurance Party) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trusts shares or the Contracts and:
(i) | arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Insurance Parties by or on behalf of the Adviser or Trust for use in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in sales literature or other promotional material of the Trust not supplied by the Insurance Parties or persons under their control) or wrongful conduct of the Insurance Parties or persons under their control, with respect to the sale or distribution of the Contracts or Trust Shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in sales literature or other promotional material of the Trust, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished in writing to the Trust by or on behalf of the Insurance Parties; or |
(iv) | arise as a result of any failure by the Insurance Parties to provide the services and furnish the materials under the terms of this Agreement; or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Insurance Parties in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Parties, |
as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) of this Agreement.
(b) Each Insurance Party shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject solely by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
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(c) Each Insurance Party shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified such Insurance Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify such Insurance Party of any such claim shall not relieve such Insurance Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that such Insurance Party has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, such Insurance Party shall be entitled to participate, at its own expense, in the defense of such action. Such Insurance Party also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Insurance Party to such Party of the Insurance Partys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and such Insurance Party will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Indemnified Parties will promptly notify the affected Insurance Party(ies) of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust Shares or the Contracts or the operation of the Trust.
7.2. Indemnification by the Adviser
(a) The Adviser agrees to indemnify and hold harmless the Insurance Parties and their directors and officers and each person, if any, who controls an Insurance Party within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trusts shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Trust prepared by the Trust, the Distributor or the Adviser (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or the Trust by or on behalf of the Insurance Parties for use in the registration statement, prospectus or SAI for the Trust or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or the Trust shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in sales literature or other promotional material for the Contracts not supplied by the Adviser or persons under its control) or wrongful conduct of the Trust, the Distributor or the Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Trust shares; or |
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(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to an Insurance Party by or on behalf of the Adviser, the Distributor or the Trust; or |
(iv) | arise as a result of any failure by the Trust, the Distributor or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Trust, the Distributor or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser, the Distributor or the Trust; or |
(vi) | arise out of or result from the incorrect or untimely calculation or reporting by the Trust, the Distributor or the Adviser of the daily net asset value per share or dividend or capital gain distribution rate; |
as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Adviser specified in Article VI.
(b) The Adviser shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject solely by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified the Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Adviser has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Adviser to such Party of the Advisers election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) Each Insurance Party agrees to promptly notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Accounts.
7.3. Indemnification by the Trust
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(a) The Trust, with respect to each Fund individually and not jointly, agrees to indemnify and hold harmless the Insurance Parties and their directors and officers and each person, if any, who controls an Insurance Party within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.3) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Trust and:
(i) | arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(ii) | arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; |
as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c).
(b) The Trust shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
(c) The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Trust has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust shall also be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Trust to such Party of the Trusts election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) Each Insurance Party agrees to promptly notify the Trust of the commencement of any litigation or proceeding against itself or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, the operation of the Accounts, or the sale or acquisition of shares of the Trust.
7.4. Indemnification by the Distributor
(a) The Distributor agrees to indemnify and hold harmless the Insurance Parties and their directors and officers and each person, if any, who controls an Insurance Party within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.4) against any and
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all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trusts shares or the Contracts and:
(i) | arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Trust prepared by the Trust, Adviser or Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished in writing to the Adviser, the Distributor or Trust by or on behalf of the Insurance Parties for use in the registration statement or SAI or prospectus for the Trust or in sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Trust shares; or |
(ii) | arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Trust, the Distributor or Adviser or persons under their control, with respect to the sale or distribution of the Contracts or Trust shares; or |
(iii) | arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to and Insurance Party by or on behalf of the Adviser, the Distributor or Trust; or |
(iv) | arise as a result of any failure by the Trust, Adviser or Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or |
(v) | arise out of or result from any material breach of any representation and/or warranty made by the Trust, Adviser or Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, Adviser or Distributor; or |
(vi) | arise out of or result from the incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; |
as limited by and in accordance with the provisions of Sections 7.4(b) and 7.4(c). This indemnification is in addition to and apart from the responsibilities and obligations of the Distributor specified in Article VI.
(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject solely by reason of such Indemnified Partys willful misfeasance, bad faith, or negligence in the
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performance or such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties.
(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party has notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim has been served upon such Indemnified Party (or after such Indemnified Party has received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Distributor has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the Party named in the action. After notice from the Distributor to such Party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such Party under this Agreement for any legal or other expenses subsequently incurred by such Party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) Each Insurance Party agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Accounts.
ARTICLE VIII. Applicable Law
8.1. This Agreement will be construed and interpreted in accordance with the laws of the State of Colorado, without regard to the Colorado Conflict of Laws provisions.
8.2. This Agreement is subject to the provisions of the 1933, 1934, and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant and the terms of this Agreement will be interpreted and construed in accordance therewith.
ARTICLE IX. Termination
9.1. This Agreement will terminate:
(a) at the option of any Party, with or without cause, with respect to some or all Portfolios, upon six (6) months advance written notice delivered to the other Parties; provided, however, that such notice shall not be given earlier than six (6) months following the Effective Date of this Agreement; or
(b) at the option of an Insurance Party by written notice to the other Parties with respect to any Portfolio based upon such Insurance Partys determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Trust, Distributor and Adviser; or
(c) at the option of an Insurance Party by written notice to the other Parties with respect to any Portfolio in the event any of the Portfolios shares are not registered, issued or sold in accordance with applicable state and/ or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by such Insurance Party; provided, however, that termination by
GWLA GWLANY Fund Participation Agreement (rev 03-2015) | Page 13 of 24 |
only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Trust, Distributor and Adviser; or
(d) at the option of the Trust, Distributor or Adviser in the event that formal administrative proceedings are instituted against any Insurance Party by the FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding such Insurance Partys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Trust shares, if, in each case, the Trust, Distributor or Adviser, as the case may be, reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of such Insurance Party to perform its obligations under this Agreement; or
(e) at the option of an Insurance Party in the event that formal administrative proceedings are instituted against the Trust, the Distributor or the Adviser by the FINRA, the SEC, or any state securities or insurance department or any other regulatory body, if such Insurance Party reasonably determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Trust, the Distributor or the Adviser to perform their obligations under this Agreement; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Trust, Distributor and Adviser; or
(f) at the option of either the Trust, the Distributor or the Adviser, if (i) the Trust, the Distributor or Adviser, respectively, determines, in its sole judgment reasonably exercised in good faith, that an Insurance Party has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on such Insurance Partys ability to perform its obligations under this Agreement, (ii) the Trust, the Distributor or Adviser notifies such Insurance Party of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by such Insurance Party and any other changes in circumstances since the giving of such a notice, the determination of the Trust, the Distributor or Adviser continues to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day will be the effective date of termination; provided, however, that termination under this subsection (f) with respect to only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Trust, Distributor and Adviser; or
(g) at the option of an Insurance Party, if (i) such Insurance Party determines, in its sole judgment reasonably exercised in good faith, that the Trust, the Distributor or Adviser has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and that material adverse change or publicity will have a material adverse impact on the Trusts, Distributors or Advisers ability to perform its obligations under this Agreement, (ii) such Insurance Party notifies the Trust, Distributor or Adviser, as appropriate, of that determination and its intent to terminate this Agreement, and (iii) after considering the actions taken by the Trust, Distributor or Adviser and any other changes in circumstances since the giving of such a notice, the determination of such Insurance Party continues to apply on the sixtieth (60th) day following the giving of that notice, which sixtieth day will be the effective date of termination; provided, however, that termination by only one Insurance Party will not terminate this Agreement as between the other Insurance Parties and the Trust, Distributor and Adviser; or
(h) at the option of any non-defaulting Party in the event of a material breach of this Agreement by any Party (the Defaulting Party) other than as described in 9.1(a)-(g); provided, that the non-defaulting Party gives written notice thereof to the Defaulting Party, with copies of such notice to all other non-defaulting Parties, and if such breach has not been remedied within thirty (30) days after such written notice is given, then the non-defaulting Party giving such written notice may terminate this Agreement by giving thirty (30) days written notice of termination to the Defaulting Party.
GWLA GWLANY Fund Participation Agreement (rev 03-2015) | Page 14 of 24 |
9.2. Notice Requirement. No termination of this Agreement will be effective unless the Party terminating this Agreement gives prior written notice to all other Parties of its intent to terminate, which notice must set forth the basis for the termination. Furthermore:
(a) in the event any termination is based upon the provisions of Section 9.1(a), 9.1(f), 9.1(g) or 9.1(h) of this Agreement, the prior written notice must be given in advance of the effective date of termination as required by those provisions unless such notice period is shortened by mutual written agreement of the Parties;
(b) in the event any termination is based upon the provisions of Section 9.1(d) or 9.1(e) of this Agreement, the prior written notice must be given at least sixty (60) days before the effective date of termination; and
(c) in the event any termination is based upon the provisions of Section 9.1(b) or 9.1(c), the prior written notice must be given in advance of the effective date of termination, which date will be determined by the Party sending the notice.
9.3. Effect of Termination. Notwithstanding any termination of this Agreement, the Trust, the Distributor and the Adviser shall, at the option of the Insurance Parties, continue to make available additional shares of the Designated Portfolio(s) pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Designated Portfolio(s), redeem investments in the Designated Portfolio(s) and/or invest in the Designated Portfolio(s) upon the making of additional purchase payments under the Existing Contracts.
9.4. Surviving Provisions. Notwithstanding any termination of this Agreement, each Partys obligations under Article VII, Section 11.1, and Section 11.5 will survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement will also survive and not be affected by any termination of this Agreement.
ARTICLE X. Notices
Any notice will be sufficiently given when sent by registered or certified mail to the other Party at the address of such Party set forth below or at such other address as such Party may from time to time specify in writing to the other Parties.
If to GWL&A:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Beverly Byrne, Chief Legal Counsel, Financial Services
If to GWL&ANY:
Great-West Life & Annuity Insurance Company of New York
c/o Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, CO 80111
GWLA GWLANY Fund Participation Agreement (rev 03-2015) | Page 15 of 24 |
Attn: Beverly Byrne, Chief Legal Counsel, Financial Services
If to the Trust:
Victory Variable Insurance Funds
4900 Tiedeman Road, 4th Floor
Brooklyn, Ohio 44144
Attention: General Counsel
If to the Adviser:
Victory Capital Management Inc.
4900 Tiedeman Road, 4th Floor
Brooklyn, Ohio 44144
Attention: General Counsel
If to the Distributor:
Victory Capital Advisers, Inc.
4900 Tiedeman Road, 4th Floor
Brooklyn, Ohio 44144
Attention: General Counsel
ARTICLE XI. Miscellaneous
11.1. Subject to the requirements of legal process and regulatory authority, each Party shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other Party and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected Party until such time as such information may come into the public domain. Without limiting the foregoing, no Party shall disclose any information that another Party has designated as proprietary.
11.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
11.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together constitutes one and the same instrument. Any signature that is delivered by facsimile transmission or by email delivery of a pdf format data file will create a valid and binding obligation of the Party executing with the same force and effect as if such facsimile or pdf signature were an original thereof.
11.4. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
11.5. Each Party shall cooperate with each other Party and all appropriate governmental authorities (including without limitation the SEC, the FINRA and state insurance regulators) and shall permit such other Party and authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each Party further agrees to furnish the Colorado and/or New York Insurance
GWLA GWLANY Fund Participation Agreement (rev 03-2015) | Page 16 of 24 |
Commissioner(s) with any information or reports in connection with services provided under this Agreement which such Commissioner may reasonably request in order to ascertain whether the variable annuity operations of GWL&A and/or GWL&ANY are being conducted in a manner consistent with the applicable states applicable laws or regulations.
11.6. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the Parties are entitled to under state and federal laws.
11.7 This Agreement may not be amended except by a writing signed by each of the Parties. The terms or provisions of this Agreement may be waived only by a writing signed by the Party waiving compliance. No waiver by any Party of any term or provision of this Agreement will be deemed to be a continuing waiver, or deemed to be a waiver of any other term or provision of this Agreement.
11.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any Party without the prior written consent of all Parties.
11.9. Each Insurance Party is hereby expressly put on notice of the limitation of liability as set forth in the Declarations of Trust of the Trust and agree that the obligations assumed by the Trust, the Distributor and the Adviser pursuant to this Agreement are limited in any case to the Trust and Adviser and their respective assets and the Insurance Parties shall not seek satisfaction of any such obligation from the shareholders of the Trust, officers, employees or agents of the Trust, if an applicable trust.
11.10. The Trust, the Distributor and the Adviser agree that the obligations assumed by each Insurance Party pursuant to this Agreement are limited in any case to the applicable Insurance Party and its assets and neither the Trust, Distributor nor Adviser shall seek satisfaction of any such obligation from the shareholders of any of the Insurance Parties, the directors, officers, employees or agents of any of the Insurance Parties, or any of them, except to the extent permitted under this Agreement.
11.11. No provision of this Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between the Adviser, the Distributor and the Trust.
11.12. None of the Parties shall be liable to the other for any and all losses, damages, costs, charges, counsel fees, payments, expenses or liability due to any failure, delay or interruption in performing its obligations under this Agreement, and without the fault or negligence of such Party, due to causes or conditions beyond its control including, without limitation, labor disputes, strikes (whether legal or illegal), lock outs (whether legal or illegal), civil commotion, riots, war and war-like operations including acts of terrorism, embargoes, epidemics, invasion, rebellion, hostilities, insurrections, explosions, floods, unusually severe weather conditions, earthquakes, military power, sabotage, governmental regulations or controls, failure of power, fire or other casualty, accidents, national or local emergencies, boycotts, picketing, slow-downs, work stoppages, acts of God or natural disasters, provided that such failure or delay was not capable of mitigation pursuant to a prudent business continuity, disaster recovery or similar program.
11.13. The Trust is governed by a Trust Instrument of the Trust, as amended, and notice is hereby given that this instrument is executed on behalf of the Trust as officers of the Trust and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers, or Shareholders individually but are binding only upon the assets and property of the Portfolios. The Company further acknowledges that the assets and liabilities of each Portfolio are separate and distinct and that the obligations of or arising out of this instrument are binding solely upon the assets or property of the Portfolio on whose behalf the Trust has executed this instrument. The Company also agrees that the obligations of each Portfolio hereunder shall be separate and not joint, and the Company agrees to look solely to the assets and property of
GWLA GWLANY Fund Participation Agreement (rev 03-2015) | Page 17 of 24 |
the respective Portfolios listed on Schedule B hereto as though each such Portfolio had separately contracted with the Company for the enforcement of any claims against the Trust.
11.14. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all other prior agreements, arrangements, and understandings, whether written or oral, between the Parties.
(The remainder of this page intentionally left blank; signature page to follow)
GWLA GWLANY Fund Participation Agreement (rev 03-2015) | Page 18 of 24 |
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its duly authorized representative, to be effective as of the Effective Date.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | ||
By: /s/ Ron Laeyendecker | ||
Name: Ron Laeyendecker | ||
Title: Senior Vice-President | ||
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK | ||
By: /s/ Ron Laeyendecker | ||
Name: Ron Laeyendecker | ||
Title: Senior Vice-President | ||
VICTORY VARIABLE INSURANCE FUNDS, on behalf of its series portfolios, individually and not jointly | ||
By: /s/ Christopher Dyer | ||
Name: Christopher Dyer | ||
Title: President | ||
VICTORY CAPITAL MANAGEMENT INC. | ||
By: /s/ Michael Policarpo | ||
Name: Michael Policarpo | ||
Title: COO | ||
VICTORY CAPITAL ADVISERS, INC. | ||
By: /s/ Michael Policarpo | ||
Name: Michael Policarpo | ||
Title: President |
(Schedule A to follow)
GWLA GWLANY Fund Participation Agreement (rev 03-2015) | Page 19 of 24 |
SCHEDULE A
DESIGNATED PORTFOLIOS
Any portfolios or series of the Trust that are available, or which become available to new investors on or after the Effective Date of this Agreement.
(Schedule B to follow)
GWLA GWLANY Trust Participation Agreement (rev 03-2015) | Page 20 of 24 |
SCHEDULE B
SEPARATE ACCOUNTS
GWL&A Accounts
FutureFunds Series Account
FutureFunds II Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
COLI VUL-2 Series Account
COLI VUL-4 Series Account
COLI VUL-7 Series Account
DB-1 Series Account
GWL&ANY Accounts
FutureFunds II Series Account
Variable Annuity-1 Series Account
Variable Annuity-2 Series Account
Variable Annuity Account 5
COLI VUL-1 Series Account
COLI VUL-2 Series Account
DB-1 Series Account
(Schedule C to follow)
GWLA GWLANY Trust Participation Agreement (rev 03-2015) | Page 21 of 24 |
SCHEDULE C
EXPENSES
The Trust and/or Adviser, and the Insurance Parties (GWL&A in this Schedule C) will coordinate the functions and pay the costs of completing these functions based upon an allocation of costs in the tables below.
Item | Function | Party Responsible for Coordination |
|
Party Responsible for Expense | ||||||
Mutual Fund Prospectus | Printing of combined prospectuses, or compiling of electronic prospectus, if needed in the future |
GWL&A | Trust or Adviser, as applicable | |||||||
Trust or Adviser shall supply GWL&A with such numbers of the Designated Portfolio(s) prospectus(es) as GWL&A reasonably requests |
GWL&A | Trust or Adviser, as applicable | ||||||||
Distribution to New and Inforce Clients | GWL&A | GWL&A | ||||||||
Distribution to Prospective Clients | GWL&A | GWL&A | ||||||||
Mutual Fund Prospectus Update & Distribution |
If Required by Trust or Adviser | Trust or Adviser | Trust or Adviser | |||||||
If Required by GWL&A | GWL&A | GWL&A | ||||||||
Mutual Fund SAI | Printing | Trust or Adviser | Trust or Adviser | |||||||
Distribution | GWL&A | GWL&A | ||||||||
Proxy Material for Mutual Fund: |
Printing if proxy required by Law | Trust or Adviser | Trust or Adviser | |||||||
Distribution to Contractowners (including labor, if required) if proxy required by Law |
GWL&A | Trust or Adviser | ||||||||
Printing & distribution if required by GWL&A |
GWL&A | GWL&A | ||||||||
Mutual Fund Annual & Semi-Annual Report |
Printing of combined reports | GWL&A | Trust or Adviser | |||||||
Distribution | GWL&A | GWL&A | ||||||||
Other communication to New and Prospective clients |
If Required by the Trust or Adviser | GWL&A | Trust or Adviser | |||||||
If Required by GWL&A | GWL&A | GWL&A | ||||||||
Other communication to Inforce Clients |
Distribution (including labor and printing) if required by the Trust or Adviser |
GWL&A | Trust or Adviser | |||||||
Distribution (including labor and | GWL&A |
GWL&A |
GWLA GWLANY Trust Participation Agreement (rev 03-2015) | Page 22 of 24 |
Item | Function | Party Responsible for Coordination |
|
Party Responsible for Expense | ||||||
printing) if required by GWL&A | ||||||||||
Errors in Share Price calculation |
Cost of error to participants | GWL&A | Trust or Adviser | |||||||
Cost of administrative work to correct error | GWL&A | Trust or Adviser | ||||||||
Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of the Trust, and expenses paid or assumed by the Trust pursuant to any Rule 12b-1 plan
|
Trust or Adviser | Trust or Adviser |
(Schedule D to follow)
GWLA GWLANY Trust Participation Agreement (rev 03-2015) | Page 23 of 24 |
SCHEDULE D
ADMINISTRATIVE SERVICES
A. | The Insurance Parties, or an affiliate, will provide the properly registered and licensed personnel and systems needed for all customer servicing and support for both fund and annuity information and questions including: |
responding to Contract owner inquiries;
delivering prospectuses both fund and annuity;
entering initial and subsequent orders;
transferring cash to insurance company and/or funds;
explaining fund objectives and characteristics;
entering transfers between funds;
responding to fund balance and allocation inquiries;
mailing fund prospectus.
B. | The Insurance Parties, or an affiliate, will communicate all purchase, withdrawal, and exchange orders it receives from its customers to each Designated Portfolio. |
Administrative Service Fee
For the services, the Distributor agrees to pay or cause to be paid to the Insurance Parties or their affiliate a fee of 0.10% per annum of the average aggregate daily net asset value of shares of the Designated Portfolio(s) held in the Accounts. Such fee shall be paid in arrears quarterly. Each quarterly fee will be determined based on assets in the Accounts and each quarterly fee will be independent of every other quarterly fee. Such fee shall be due and payable automatically within 20 (twenty) days after the last day of the quarter to which such payment relates.
The Trust or its designee will calculate and the Insurance Parties will verify the asset balance for each day on which the fee is to be paid pursuant to this Agreement with respect to each Designated Portfolio.
12b-1 Distribution Related Fees
The Distributor agrees to pay or cause to be paid to the Insurance Parties or their affiliate a fee of 0.25% per annum of the average aggregate daily net asset value of any class of shares of a Designated Portfolio(s) held in the Accounts that has adopted a distribution and service plan pursuant to Rule 12b-1. Such fee shall be paid in arrears, quarterly. Each quarterly fee will be determined based on assets in the Accounts and each quarterly fee will be independent of every other quarterly fee. Such fee shall be due and payable automatically within 20 (twenty) days after the last day of the quarter to which such payment relates.
Recordkeeping Fees
The Distributor agrees to pay or cause to be paid to GWFS an annual fee of 0.00% of the average aggregate daily net asset value of shares of the Trust or its Portfolios held in Omnibus Accounts. Such fee shall be paid in arrears, quarterly. Each quarterly fee will be determined based on assets in the accounts and each quarterly fee will be independent of every other quarterly fee.
GWLA GWLANY Trust Participation Agreement (rev 03-2015) | Page 24 of 24 |
|
ATTORNEYS AT LAW
1025 Thomas Jefferson Street, NW | Suite 400 West Washington, DC 20007-5208 202.965.8100 | fax 202.965.8104 www.carltonfields.com
Atlanta Hartford Los Angeles Miami New York Orlando Short Hills, NJ Tallahassee Tampa Washington, DC West Palm Beach |
Exhibit n(1)
April 22, 2019
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, Colorado 80111
Re: COLI VUL-2 Series Account
Post-Effective Amendment No. 36 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/ Carlton Fields, P.A. |
Carlton Fields, P.A. |
Carlton Fields, P.A.
Carlton Fields, P.A. practices law in California through Carlton Fields, LLP.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Post-Effective Amendment No. 36 to Registration Statement No. 333-70963 of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company (the Company) on Form N-6 of our report dated April 8, 2019 on the financial statements and financial highlights of each of the investment divisions of the COLI VUL-2 Series Account of the Company and of our report dated March 19, 2019 on the statutory financial statements of the Company, appearing in the Statement of Additional Information, which is part of such Registration Statement.
We also consent to the references to us as experts under the heading Independent Registered Public Accounting Firm in the Prospectus and in the Statement of Additional Information, which are part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
April 22, 2019
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, John L. Bernbach, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ John L. Bernbach |
||||
John L. Bernbach | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Robin Bienfait, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Robin Bienfait |
||||
Robin Bienfait | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Marcel R. Coutu, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Marcel R. Coutu |
||||
Marcel R. Coutu | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, André R. Desmarais, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ André R. Desmarais |
||||
André R. Desmarais | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Paul G. Desmarais, Jr., a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Paul G. Desmarais, Jr. |
||||
Paul G. Desmarais, Jr. | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Gary A. Doer, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Gary A. Doer |
||||
Gary A. Doer | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Gregory J. Fleming, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Gregory J. Fleming |
||||
Gregory J. Fleming | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Claude Généreux, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Claude Généreux |
||||
Claude Généreux | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Alain Louvel, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Alain Louvel |
||||
Alain Louvel | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Paula B. Madoff, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Paula B. Madoff |
||||
Paula B. Madoff | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Paul A. Mahon, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Paul A. Mahon |
||||
Paul A. Mahon | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, R. Jeffrey Orr, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ R. Jeffrey Orr |
||||
R. Jeffrey Orr | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, T. Timothy Ryan, Jr., a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ T. Timothy Ryan, Jr. |
||||
T. Timothy Ryan, Jr. | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Jerome J. Selitto, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Jerome J. Selitto |
||||
Jerome J. Selitto | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Gregory D. Tretiak, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Gregory D. Tretiak |
||||
Gregory D. Tretiak | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Brian E. Walsh, a member of the Board of Directors of Great-West Life & Annuity Insurance Company (the Company), a Colorado corporation, do hereby constitute and appoint Richard G. Schultz and Ryan L. Logsdon, and each of them (with full power to each of them to act alone), as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for me and in my name, place and stead, in any and all capacities to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Form 10-K) and any and all registration statements by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, and any and all amendments thereto, including the Registration Statements, as defined below, with all exhibits, instruments, and other documents necessary or appropriate in connection therewith, and to file with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable, hereby ratifying and confirming all and every act and thing requisite to all intents and purposes that said attorney in fact and agent or his or her substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior power of attorney.
The Registration Statements covered by the Power of Attorney are defined to include the registration statements listed below:
Registration Statement Name | Securities Act File Number | |
COLI VUL 2 Series Account (811-09201) | 333-70963 | |
FutureFunds Series Account (811-03972) | 002-89550 | |
FutureFunds Series Account -- FutureFunds Select (811-03972) | 333-158546 | |
Variable Annuity-1 Series Account -- Schwab OneSource Annuity (811-07549) | 333-52956 | |
Variable Annuity-1 Series Account -- Schwab OneSource Choice Variable Annuity (811-07549) | 333-194043 | |
Variable Annuity-1 Series Account -- Schwab Advisor Choice Variable Annuity (811-07549) | 333-194099 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Variable Annuity (811-05817) | 333-176926 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II Variable Annuity (811-05817) | 333-189114 | |
Variable Annuity-2 Series Account -- Great-West Smart Track II 5 Year Variable Annuity (811-05817) | 333-203262 | |
Variable Annuity-2 Series Account -- Great-West Smart Track Advisor Variable Annuity (811-05817) | 333-212090 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203627 | |
Variable Annuity-8 Series Account Great-West SecureFoundation II Variable Annuity (811-23050) | 333-203628 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-217292 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Contract | 333-217293 | |
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate | 333-209902 | |
Great-West Capital Choice and Capital Choice Select Index-Linked Annuity | 333-219410 | |
Great-West Capital Choice Advisor and Capital Choice Select Advisor Index-Linked Annuity | 333-219412 | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for index-linked investment options to be offered in connection with the Great-West Capital ChoiceTM line of index-linked annuity products. | 333- | |
New Form S-1, S-3 or N-4 Registration Statements to be filed, as necessary, for future iterations of the Great-West Capital ChoiceTM line of index-linked annuity products or similar index-linked annuity products. | 333- | |
Form S-1, S-3, N-3, N-4 or N-6 Registration Statements to be filed, as necessary, including but not limited to any Registration Statement filed to continue the offering of, and/or register more securities for, any securities offered by the Registration Statements identified above. | 333- |
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019.
/s/ Brian E. Walsh |
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Brian E. Walsh | ||||
Member, Board of Directors | ||||
Great-West Life & Annuity Insurance Company |