485BPOS

As filed with the Securities and Exchange Commission on May 10, 2021

Registration Nos. 333-70963; 811-09201

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ( )
Post-Effective Amendment No. 40  (X)

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 33 (X)

COLI VUL-2 SERIES ACCOUNT
(Exact Name of Registrant)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Name of Depositor)

8515 E. Orchard Road
Greenwood Village, Colorado 80111
(Address of Depositor’s Principal Executive Office)

(303) 737-3000
(Depositor’s Telephone Number)

Edmund F. Murphy III
President & Chief Executive Officer
Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Greenwood Village, Colorado 80111
(Name and Address of Agent for Service)

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

Approximate date of proposed public offering: Continuous

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

	immediately upon filing pursuant to paragraph (b) of Rule 485
x	on May 10, 2021, 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

If appropriate, check the following box: 

this post-effective amendment designates a new effective date for a previously filed post-

effective amendment.

Title of Securities Being Registered: flexible premium variable universal life insurance policies.

Great-West Life & Annuity Insurance Company

A Stock Company

8515 E. Orchard Road
Greenwood Village, Colorado 80111
Telephone: (303) 737-3000

Executive Benefit VUL II  —  Prospectus

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

Internet Delivery of Shareholder Reports:As permitted by regulations adopted by the Securities and Exchange Commission (“SEC”), paper copies of the Fund's annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website ( https://www.greatwestinvestments.com ), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your financial intermediary electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. You can call (866)345-5954 or make elections online at https://www.fundreports.com to let your financial intermediary know you wish to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account.

This prospectus describes Executive Benefit VUL II, a flexible premium variable universal life insurance policy (the “Policy”) offered by Great-West Life & Annuity Insurance Company (“Great-West,” “Company,” “we,” “our” or “us”).

The Policy is designed for use by corporations and employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. The Policy is designed to meet the definition of a “life insurance contract” for federal income tax purposes.

The Policy allows “you,” the Owner, within certain limits to:

•choose the type and amount of insurance coverage you need and increase or decrease that coverage as your insurance needs change;

•choose the amount and timing of Premium payments, within certain limits;

•allocate Premium payments among the available investment options and Transfer Account Value among available investment options as your investment objectives change; and

•access your Account Value through loans and partial withdrawals or total surrenders.

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

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

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

The date of this prospectus is May 10, 2021

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TABLE OF CONTENTS 

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iii

Distributions
Distributions Under a Policy That Is Not a MEC
Distributions Under Modified Endowment Contracts
Multiple Policies
Treatment When Insured Reaches Attained Age 121
Federal Income Tax Withholding
Actions to Ensure Compliance with the Tax Law
Trade or Business Entity Owns or Is Directly or Indirectly a Beneficiary of the Policy
Employer-Owned Life Insurance
Split Dollar Life Insurance
Other Employee Benefit Programs
Policy Loan Interest
Change of Insured Rider
Investment Income Surtax
Our Taxes
Corporate Tax Shelter Requirements
Legal Proceedings
Legal Matters
Cyber Security Risks
Abandoned Property Requirements
Financial Statements
Independent Registered Public Accounting Firm
Independent Auditors
Appendix A – Glossary of Terms	A-1

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Summary of the Policy and its Benefits

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

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

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

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

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

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

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

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

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

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

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

1.

 a fixed benefit equal to the Total Face Amount of your Policy; or

2.

 a variable benefit equal to the sum of the Total Face Amount and your Account Value.

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

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

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

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

8. Account Value. Your Account Value will reflect -

1.

 the Premiums you pay;

2.

 the investment performance of the Divisions you select;

3.

 the value of the Fixed Account;

4.

 any Policy loans or partial withdrawals;

5.

 your Loan Account balance; and

6.

 the charges we deduct under the Policy.

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

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

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

A withdrawal may reduce your death benefit.

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

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

1.

 term life insurance; and

2.

 change of Insured (not available to individual Owners).

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

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

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

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

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

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

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

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

The minimum Policy loan amount is $500.

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

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

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

Policy Risks

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

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

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

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

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

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

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

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

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

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

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

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

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

Under current tax law, Death Benefit Proceeds under MECs generally are excluded from the gross income of the Beneficiary. Withdrawals and Policy loans, however, are treated first as income, to the extent of any gain, and then as a return of Premium. The income portion of the distribution is includable in your taxable income and taxed at ordinary income tax rates. A 10% penalty tax is also generally imposed on the taxable portion of any amount received before age 59 1∕2.

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

Fund Risks

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

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

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Fee Tables

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

Transaction Fees 

Charge	When Charge is Deducted	Amount Deducted
Maximum Expense Charge Imposed on Premium*	Upon each Premium payment	Maximum: 10% of Premium   Current: 6.0%
Sales Load**	Upon each Premium Payment	Maximum: 6.5% of Premium   Current: 2.5% of Premium up to target and 1.0% of Premium in excess of target
Premium Tax**	Upon each Premium payment	Maximum: 3.5% of Premium
Partial Withdrawal Fee	Upon partial withdrawal	Maximum: $25 deducted from Account Value for all partial withdrawals after the first made in the same Policy Year.
Change of Death Benefit Option Fee	Upon change of option	Maximum: $100 deducted from Account Value for each change of death benefit option.
Transfer Fee	At time of Transfer for all Transfers in excess of 12 made in the same Policy Year	Maximum: $10/Transfer
Loan Interest	Upon issuance of Policy loan	Maximum: the Moody’s Corporate Bond Yield Average – Monthly Average Corporates

*

 The Expense Charge consists of the Sales Load plus the Premium Tax.

**

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

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

including Fund fees and expenses.

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Periodic Charges Other Than Fund Operating Expenses 

Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)1
Minimum & Maximum Cost of Insurance Charge	Monthly	Guaranteed: Minimum: $0.01 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: $0.160 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.

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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: $0.01 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: $0.160 per $1000

*

 Not available for individual Owners.

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

Total Annual Fund Operating Expenses4

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

	Minimum	Maximum
Total Annual Fund Operating	0.10%	2.45%

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

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

4. Expenses are shown as a percentage of a Fund’s average net assets as of December 31, 2020. The expenses above include fees and expenses incurred indirectly by the Great-West Profile Funds and the Great-West Lifetime Funds as a result of investing in shares of acquired funds, if any. The range of expenses above does not show the effect of any fee waiver or expense reimbursement arrangements. The advisers and/or other service providers of certain Funds have agreed to waive their fees and/or reimburse the Funds’ expenses in order to keep the expenses below specified limits. In some cases, these expense limitations may be contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. Please see the prospectus for each Fund for information regarding the expenses for each Fund, including fee reduction and/or expense reimbursement arrangements, if applicable. The management fees and other expenses of the Funds are more fully described in the Fund prospectuses.

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Description of Depositor, Registrant, and Funds

Great-West Life & Annuity Insurance Company

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

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

Great-West is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a Delaware holding company. GWL&A Financialis 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. Lifeco operates in the United States primarily through the Company and through Putnam Investments, LLC (“Putnam”), and in Canada and Europe through The Canada Life Assurance Company (“CLAC”) and Irish Life Group Limited and their respective subsidiaries. Lifeco is a subsidiary of Power Financial Corporation (“Power Financial”), a Canadian holding company with substantial interests in the financial services industry. Power Corporation of Canada (“Power Corporation”), a Canadian holding and management company,has voting control of Power Financial.The Desmarais Family Residuary Trust, through a group of private holdingcompanies that it controls, has voting control of Power Corporation.

The shares of Lifeco and Power Corporation are traded publicly in Canada on the Toronto Stock Exchange.

On June3, 2019, Great-West entered into an indemnity reinsurance agreement (the “Agreement”) with Protective Life Insurance Company (“Protective”) to indemnifyand reinsure theobligations of Great-West under substantially all of its non-participating individual life insurance and annuity business and group life and health business, including this Policy.

Under the Agreement, as of October 5, 2020, Protective will provide administration and customer service for this Policy in accordance with its terms and contidions. Great-West will continue its present role as the issuer of your Policy and will remain responsible for the administration and customer service of the Policy. All of your rights and benefits under your Policy and Great-West’s obligations under the Policy remain unchanged.

The Series Account

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

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

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

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

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

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

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

The Investment Options and Funds

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

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

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

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

Payments We Receive. Some of the Funds’ investment advisers or affiliates may compensate us for providing the administrative, recordkeeping and reporting services they would normally be required to provide for individual shareholders or cost savings experienced by the investment advisers or affiliates of the Funds. Such compensation is typically a percentage of Series Account assets invested in the relevant Fund and generally may range up to 0.35% of net assets. Prior to October 5, 2020, GWFS Equities, Inc. (“GWFS”), a broker-dealer and subsidiary of Great-West served as the principal underwriter and distributor of the Policy.After October5, 2020,the principal underwriter anddistributor of the Policy is Investment Distributors,Inc.(“IDI”), a subsidiary of Protective Life Corporation (“PLC”),the parent of Protective.IDI is a Tennessee corporation and was established in 1993.

GWFS and IDI may receive 12b-1 fees (ranging up to 0.25%) directly from certain Funds for providing distribution related servies related to shares of Funds offered in connection with a Rule 12b-1 plan. If GWFS or IDI, as the case may be, receives 12b-1 fees, combined compensation for administrative and distribution related services generally ranges up to 0.60% annually of Series Account assets invested in a Fund.

Such payments and fees create an incentive for us to offer portfolios (or classes of shares of portfolios) for which such payments and fees are available to us. We consider such payments and fees, among other things, when deciding to include a portfolio (or class or share of a portfolio) as an investment option under the Policy. Other available investment portfolios (or other available classes of shares of the portfolios) may have lower fees and better overall investment performance than the portfolios (or classes of shares of the portfolios) offered under the Policy.

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

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Payments We Make. In addition to the direct cash compensation described above for sales of the Policies, IDI agents may receiveadditional cash and non-cash incentives to promote the sale of the Policies.IDI agents may participate in various contests and promotions subject to applicable FINRA regulations in which IDI agents may receive prizes such as travel awards, merchandise and cash. Subject to applicable FINRA regulations, IDI agents also may receive travel expenses, meals, lodging and entertainment of salespersons in connection with educational and sales promotional programs and sponsor speakers, educational seminars and charitable events.

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

Closed Divisions. Effective May 1, 2013, the Division investing in the Invesco V.I. Health Care Fund (Series I Shares) was closed to new Owners.However, Owners with amounts transferred in to aforementioned Division as of May 1, 2013, may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Effective May 1, 2014, the Division investing in the Columbia Variable Portfolio – Small Cap Value Fund (Class 1 Shares) was closed to new Owners.However, Owners with amounts transferred in to aforementioned Division as of May 1, 2014, may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Effective May 1, 2015, the Division investing in the VanEck VIP Emerging Markets Fund (Initial Class Shares) was closed to new Owners.However, Owners with amounts transferred in to aforementioned Division as of May 1, 2015, may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Effective May 1, 2016, the Divisions investing in the Alger Small Cap Growth Portfolio (Class I-2 Shares); Davis Value Portfolio; Invesco V.I. Mid Cap Core Equity Fund (Series I Shares); Janus Henderson Overseas Portfolio (Institutional Shares); and Royce Capital Fund Small-Cap Portfolio (Service Class Shares) were closed to new Owners. However, Owners with amounts invested in these Funds as of May 1, 2016 may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

Effective May 1, 2017, the Divisions investing in the DWS Small Mid Cap Value VIP (Class A Shares); Goldman Sachs VIT Mid Cap Value Fund (Institutional Shares); and Lord Abbett Series Fund Developing Growth Portfolio (Class VC Shares) were closed to new Owners. However, Owners with amounts invested in these Funds as of May 1, 2017 may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

Effective May 1, 2019, the Divisions investing in the Fidelity® Variable Insurance Products Contrafund® Portfolio (Service Class 2 Shares); Goldman Sachs Multi-Strategy Alternatives Portfolio (Service Shares); and Putnam VT Emerging Markets Equity Fund (Class IA Shares) were closed to new Owners. However, Owners with amounts invested in these Funds as of May 1, 2017 may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

Effective October 25, 2019, the Division investing in the Great-West Large Cap Value Fund (Investor II Class Shares) was closed to new Owners. Investor II Class shares are only available to former Investor Class and Class L shareholders of the Great-West T. Rowe Price Equity Income Fund which merged into the Fund. Owners with amounts invested in these Funds as of October 25, 2019 may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Effective May 1, 2021, the Divisions investing in the American Century Investments VP Inflation Protection Fund (Class II Shares); Fidelity VIP Mid Cap Portfolio (Service Class 2 Shares); Great-West Global Bond Fund (Investor Class Shares); Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio (Class I Shares); and VanEck VIP Global Hard Assets Fund (Initial Class Shares) were closed to new owners. However, Owners with amounts invested in these Funds as of May 1, 2021 may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

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

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

Invesco V.I. Global Real Estate Fund (Series I Shares) - seeks total return through growth of capital and current income. Invesco Asset Management Ltd is the sub-adviser to this Fund.

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Invesco V.I. Health Care Fund (Series I Shares)* - seeks long-term growth of capital.

Invesco V.I. International Growth Fund (Series I Shares) - seeks long-term growth of capital.

Invesco V.I. Main Street Mid Cap Fund (formerly Invesco V.I. Mid Cap Core Equity Fund (Series I Shares))* - seeks long-term growth of capital.

Invesco V.I. Main Street Small Cap Fund® (formerly Invesco Oppenheimer V.I. Main Street Small Cap Fund®) (Series I Shares) - seeks capital appreciation.

Alger Portfolios – advised by Fred Alger Management, Inc.

Alger Small Cap Growth Portfolio (Class I-2 Shares)* - seeks long-term capital appreciation.

American Century Variable Portfolios, Inc. – advised by American Century Investment Management, Inc.

American Century Investments® VP Capital Appreciation Fund (Class I Shares) - seeks capital growth.

American Century Investments® VP Mid Cap Value Fund (Class I Shares) - seeks long-term capital growth; income is a secondary consideration.

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

American Century Investments® VP Value Fund (Class I Shares) - seeks long-term capital growth; income is a secondary consideration.

American Century Variable Portfolios II, Inc. – advised by American Century Investment Management, Inc.

American Century Investments® VP Inflation Protection Fund (Class II Shares)* - seeks long-term total return using a strategy that seeks to protect against U.S. inflation.

American Funds Insurance Series® - advised by Capital Research and Management Company

American Funds IS Global Small Capitalization Fund (Class 2 Shares) - seeks long-term growth of capital.

American Funds IS Growth Fund (Class 2 Shares) - seeks growth of capital.

American Funds IS Growth-Income Fund (Class 2 Shares) - seeks to achieve long-term growth of capital and income.

American Funds IS International Fund (Class 2 Shares) - seeks to provide investors with long-term growth of capital.

American Funds IS New World Fund® (Class 2 Shares) - seeks long-term capital appreciation.

Blackrock Variable Series Funds, Inc. - advised by BlackRock Advisors, LLC

BlackRock 60/40 Target Allocation ETF V.I. Fund (Class I Shares) - seeks to track the investment results of an index composed of global equities in the technology sector.

BlackRock Global Allocation V.I. Fund (Class I Shares) - seeks high total investment return.

BlackRock High Yield V.I. Fund (Class I Shares) - seeks to maximize total return, consistent with income generation and prudent investment management. BlackRock International Limited is the sub-adviser to this Fund.

BNY Mellon Stock Index Fund, Inc.- advised by BNY Mellon Investment Adviser, Inc.

BNY Mellon Stock Index Fund (Initial Shares) - seeks to match the total return of the Standard & Poor's® 500 Composite Stock Price Index (S&P 500® Index). Mellon Investments Corporation is the sub-adviser to this Fund.

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Columbia Funds Variable Insurance Trust - advised by Columbia Management Investment Advisers, LLC

Columbia Variable Portfolio - Small Cap Value (Class 1 Shares)* - seeks long-term capital appreciation.

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

Davis Financial Portfolio - seeks long-term growth of capital. Davis Selected Advisers-NY, Inc. is the sub-adviser to this Fund.

Davis Value Portfolio* - seeks long-term growth of capital. Davis Selected Advisers-NY, Inc. is the sub-adviser to this Fund.

Delaware VIP® Trust – advised by Delaware Management Company

Delaware VIP® International Series (Standard Class Shares) - seeks long-term growth without undue risk to principal.

Delaware VIP® Small Cap Value Series (Service Class Shares) - seeks capital appreciation.

Deutsche DWS Investments VIT Funds – advised by DWS Investment Management Americas, Inc.

DWS Small Cap Index VIP (Class A Shares) - seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000® Index, which emphasizes stocks of small U.S. companies. Northern Trust Investments, Inc. is the sub-adviser to this Fund.

Deutsche DWS Variable Series I – advised by DWS Investment Management Americas, Inc.

DWS Core Equity VIP (Class A Shares) - seeks long-term growth of capital, current income and growth of income.

Deutsche DWS Variable Series II – advised by DWS Investment Management Americas, Inc.

DWS High Income VIP (Class A Shares) - seeks a high level of current income.

DWS Small Mid Cap Value VIP (Class A Shares)* - seeks long-term capital appreciation.

DFA Investment Dimensions Group, Inc. – advised by Dimensional Fund Advisors LP

Dimensional VIT Inflation-Protected Securities Portfolio (Institutional Class Shares) - seeks to provide inflation protection and earn current income consistent with inflation-protected securities.

Eaton Vance Variable Trust – advised by Eaton Vance Management

Eaton Vance VT Floating-Rate Income Fund (Initial Class Shares) - seeks to provide a high level of current income.

Federated Hermes Insurance Series – advised by Federated Investment Management Company

Federated Hermes High Income Bond Fund II (Primary Class Shares) - seeks high current income.

Fidelity® Variable Insurance Products Fund II – advised by Fidelity Management & Research Company

Fidelity® VIP Contrafund® Portfolio (Service Class 2 Shares)* - seeks long-term capital appreciation. FMR Co., Inc. (FMRC) is the sub-adviser to this Fund.

Fidelity® VIP Emerging Markets Portfolio (Service Class 2 Shares) - seeks capital appreciation. FMR Co., Inc. (FMRC) is the sub-adviser to this Fund.

Fidelity VIP Index 500 Portfolio (Initial Class Shares) - seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the S&P 500® Index.

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Fidelity® Variable Insurance Products Fund III – advised by Fidelity Management & Research Company

Fidelity® VIP Mid Cap Portfolio (Service Class 2 Shares)* - seeks long-term growth of capital. FMR Co., Inc. (FMRC) is the sub-adviser to this Fund.

Goldman Sachs Variable Insurance Trust – advised by Goldman Sachs Asset Management, L.P.

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

Goldman Sachs VIT Multi-Strategy Alternatives Portfolio (Service Shares)* - seeks long-term growth of capital.

Great-West Funds, Inc. – advised by Great-West Capital Management, LLC

Great-West Ariel Mid Cap Value Fund (Investor Class Shares) - seeks long-term capital appreciation. Ariel Investments, LLC is the sub-adviser to this Fund.

Great-West Bond Index Fund (Investor Class Shares) - seeks investment results that track the total return of the debt securities that comprise the Bloomberg Barclays U.S. Aggregate Bond Index.

Great-West Core Bond Fund (Investor Class Shares) - seeks to provide total return, consisting of two components: (1) changes in the market value of its portfolio holdings (both realized and unrealized appreciation); and (2) income received from its portfolio holdings. Federated Investment Management Company and Wellington Management Company LLP are the sub-advisers to this Fund.

Great-West Emerging Markets Equity Fund (Investor Class Shares) - seeks long-term capital appreciation. Lazard Asset Management LLC and UBS Asset Management (Americas) Inc. are the sub-advisers to this Fund.

Great-West Global Bond Fund (Investor Class Shares)* - seeks current income with capital appreciation and growth of income. Franklin Advisers, Inc. and Mellon Investments Corporation are the sub-advisers to the Fund.

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

Great-West Inflation-Protected Securities Fund (Investor Class Shares) - seeks real return consistent with the preservation of capital. Goldman Sachs Asset Management, L.P. is the sub-adviser to this Fund.

Great-West International Index Fund (Investor Class Shares) - seeks investment results, before fees and expenses that track the total return of the common stocks that comprise the MSCI EAFE (Europe, Australasia, Far East) Index. Irish Life Investment Managers Ltd. is the sub-adviser to this Fund.

Great-West International Value Fund (Investor Class Shares) - seeks long-term capital growth. LSV Asset Management and Massachusetts Financial Services Company are the sub-advisers to this Fund.

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

Great-West Large Cap Value Fund (Investor Class Shares) - seeks capital growth and current income. Putnam Investment Management, LLC and T. Rowe Price Associates, Inc. are the sub-advisers to this Fund.

Great-West Large Cap Value Fund (Investor II Class Shares)* - seeks capital growth and current income. Putnam Investment Management, LLC and T. Rowe Price Associates, Inc. are the sub-advisers to this Fund.

Great-West Mid Cap Value Fund (Investor Class Shares) - seeks long-term growth of capital. Goldman Sachs Asset Management, L.P. is the sub-adviser to this Fund.

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Great-West Multi-Sector Bond Fund (Investor Class Shares) - seeks high total investment return through a combination of current income and capital appreciation. Loomis, Sayles & Company, L.P. and Newfleet Asset Management, LLC are the sub-advisers to this Fund.

Great-West Real Estate Index Fund (Investor Class Shares) - seeks investment results, before fees and expenses, that track the total return of a benchmark index that measures the performance of publicly traded equity real estate investment trusts (“REITs”). Irish Life Investment Managers Ltd. is the sub-adviser to this Fund.

Great-West S&P Mid Cap 400® Index Fund (Investor Class Shares) - seeks investment results, before fees and expenses, which track the total return of the common stocks that comprise the Standard & Poor's (“S&P”) MidCap 400® Index. Irish Life Investment Managers Ltd. is the sub-adviser to this Fund.

Great-West S&P Small Cap 600® Index Fund (Investor Class Shares) - seeks investment results that track the total return of the common stocks that comprise the Standard & Poor's (“S&P”) SmallCap 600® Index. ) Irish Life Investment Managers Ltd. is the sub-adviser to this Fund.

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

Great-West Small Cap Growth Fund (Investor Class Shares) - seeks long-term capital appreciation. Lord, Abbett & Co. LLC and Peregrine Capital Management, LLC are the sub-advisers to the Fund.

Great-West Small Cap Value Fund (formerly Great-West Loomis Sayles Small Cap Value Fund) (Investor Class Shares) - seeks long-term capital growth. Hotchkis & Wiley Capital Management, LLC and Loomis, Sayles & Company, L.P. are the sub-advisers to this Fund.

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

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

Great-West Lifetime Funds

Great-West Lifetime 2015 Fund (Investor Class Shares) - seeks income and secondarily, capital growth.

Great-West Lifetime 2020 Fund (Investor Class Shares) - seeks income and secondarily capital growth.

Great-West Lifetime 2025 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2025, it seeks income and secondarily capital growth.

Great-West Lifetime 2030 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2030, it seeks income and secondarily capital growth.

Great-West Lifetime 2035 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2035, it seeks income and secondarily capital growth.

Great-West Lifetime 2040 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2040, it seeks income and secondarily capital growth.

Great-West Lifetime 2045 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2045, it seeks income and secondarily capital growth.

Great-West Lifetime 2050 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2050, it seeks income and secondarily capital growth.

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Great-West Lifetime 2055 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2055, it seeks income and secondarily capital growth.

Great-West Lifetime 2060 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2060, it seeks income and secondarily capital growth.

Great-West Profile Funds

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

Great-West Aggressive Profile Fund (Investor Class Shares) - seeks long-term capital appreciation primarily through investments in underlying funds that emphasize equity investments.

Great-West Conservative Profile Fund (Investor Class Shares) - seeks capital preservation primarily through investments in underlying funds that emphasize fixed income investments.

Great-West Moderate Profile Fund (Investor Class Shares) - seeks long-term capital appreciation primarily through investments in underlying funds with a relatively equal emphasis on equity and fixed income investments.

Great-West Moderately Aggressive Profile Fund (Investor Class Shares) - seeks long-term capital appreciation primarily through investments in underlying funds that emphasize equity investments and, to a lesser degree, in underlying funds that emphasize fixed income investments.

Great-West Moderately Conservative Profile Fund (Investor Class Shares) - seeks income and capital appreciation primarily through investments in underlying funds that emphasize fixed income investments and, to a lesser degree, in underlying funds that emphasize equity investments.

Janus Aspen Series – advised by Janus Capital Management LLC

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

Janus Henderson Enterprise Portfolio (Institutional Shares) - seeks long-term growth of capital.

Janus Henderson Flexible Bond Portfolio (Institutional Shares) - seeks to obtain maximum total return, consistent with preservation of capital.

Janus Henderson Forty Portfolio (Institutional Shares) - seeks long-term growth of capital.

Janus Henderson Global Technology and Innovation Portfolio (Institutional Shares) - seeks long-term growth of capital.

Janus Henderson Overseas Portfolio (Institutional Shares)* - seeks long-term growth of capital.

JPMorgan Insurance Trust – advised by J.P. Morgan Investment Management Inc.

JPMorgan Insurance Trust Small Cap Core Portfolio (Class 1 Shares) - seeks capital growth over the long term.

JPMorgan Insurance Trust U.S. Equity Portfolio (Class 1 Shares) - seeks high total return.

Legg Mason Partners Variable Equity Trust – advised by Legg Mason Partners Fund Advisor, LLC

ClearBridge Variable Mid Cap Portfolio (Class I Shares) - seeks long-term growth of capital. ClearBridge Investments, LLC is the sub-adviser to this Fund.

ClearBridge Variable Small Cap Growth Portfolio (Class I Shares) - seeks long-term growth of capital. ClearBridge Investments, LLC is the sub-adviser to this Fund.

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Lord Abbett Series Fund, Inc. – advised by Lord, Abbett & Co. LLC

Lord Abbett Series Fund Developing Growth Portfolio (Class VC Shares)* - seeks long-term growth of capital.

Lord Abbett Series Fund Total Return Portfolio (Class VC Shares) - seeks income and capital appreciation to produce a high total return.

MFS® Variable Insurance Trust – advised by Massachusetts Financial Services Company

MFS® VIT Growth Series (Initial Class Shares) - seeks capital appreciation.

MFS® VIT Mid Cap Growth Series (Initial Class Shares) - seeks capital appreciation.

MFS® VIT Research Series (Initial Class Shares) - seeks capital appreciation.

MFS® VIT Total Return Bond Series (Initial Class Shares) - seeks total return with an emphasis on current income, but also considering capital appreciation.

MFS® VIT Value Series (Initial Class Shares) - seeks capital appreciation.

MFS® Variable Insurance Trust II – advised by Massachusetts Financial Services Company

MFS® VIT II International Growth Portfolio (Initial Class Shares) - seeks capital appreciation.

MFS® Variable Insurance Trust III – advised by Massachusetts Financial Services Company

MFS® VIT III Blended Research® Small Cap Equity Portfolio (Initial Class Shares) - seeks capital appreciation.

MFS® VIT III Global Real Estate Portfolio (Initial Class Shares) - seeks total return.

MFS® VIT III Mid Cap Value Portfolio (Initial Class Shares) - seeks capital appreciation.

Neuberger Berman Advisers Management Trust – advised by Neuberger Berman Investment Advisers LLC

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

Neuberger Berman AMT Sustainable Equity Portfolio (Class I Shares) - seeks long-term growth of capital by investing primarily in securities of companies that meet the Fund’s environmental, social and governance (ESG) criteria.

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

PIMCO VIT CommodityRealReturn® Strategy Portfolio (Administrative Class Shares) - seeks maximum real return, consistent with prudent investment management.

PIMCO VIT Global Bond Opportunities Portfolio (Unhedged) (Administrative Class Shares) - seeks maximum total return, consistent with preservation of capital and prudent investment management.

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

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

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

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

Pioneer Variable Contracts Trust – advised by Amundi Pioneer Asset Management, Inc.

Pioneer Real Estate Shares VCT Portfolio (Class I Shares) - seeks long-term growth of capital; current income is a secondary objective.

Putnam Variable Trust – advised by Putnam Investment Management, LLC

Putnam VT Emerging Markets Equity Fund Class(Class IA Shares)* - seeks long-term capital appreciation. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Focused International Equity Fund (formerly Putnam VT Global Equity Fund) (Class IA Shares) - seeks capital appreciation. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Global Asset Allocation Fund (Class IA Shares) - seeks long-term return consistent with preservation of capital. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Growth Opportunities Fund (Class IA Shares) - seeks capital appreciation. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT High Yield Fund (Class IA Shares) - seeks high current income. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT Income Fund (Class IB Shares) - seeks high current income consistent with what the manager believes to be prudent risk. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT International Value Fund (Class IA Shares) - seeks capital growth; current income is a secondary objective. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Large Cap Value Fund (formerly Putnam VT Equity Income Fund) (Class IA Shares) - seeks capital growth and current income. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT Research Fund (Class IA Shares) - seeks capital appreciation. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Small Cap Value Fund (Class IA Shares) - seeks capital appreciation. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT Sustainable Future Fund (Class IA Shares) - seeks capital appreciation and, as a secondary objective, current income. Putnam Investments Limited is the sub-adviser to this Fund.

Royce Capital Fund – advised by Royce & Associates, LP

Royce Small-Cap Portfolio (Service Class Shares)* - seeks long-term growth of capital.

T. Rowe Price Equity Series, Inc. – advised by T. Rowe Price Associates, Inc.

T. Rowe Price Blue Chip Growth Portfolio (Portfolio-II Class Shares) - seeks to provide long-term capital growth; income is a secondary objective.

VanEck VIP Trust – advised by Van Eck Associates Corporation

VanEck VIP Emerging Markets Fund (Initial Class Shares)* - seeks long-term capital appreciation by investing primarily in equity securities in emerging markets around the world.

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VanEck VIP Global Resources Fund (formerly VanEck VIP Global Hard Assets Fund) (Initial Class Shares)* - seeks long-term capital appreciation by investing primarily in global resource securities; income is a secondary consideration.

Vanguard Variable Insurance Funds - advised by The Vanguard Group, Inc.

Vanguard VIF Global Bond Index Portfolio - seeks to track the performance of a benchmark index that measures the investment return of the global, investment-grade, fixed income market.

Vanguard VIF Total Bond Market Index Portfolio - seeks to track the performance of a broad, market-weighted bond index.

Victory Variable Insurance Funds –advised by Victory Capital Management, Inc.

Victory RS Small Cap Growth Equity VIP Series (Class I Shares) - seeks long-term capital growth.

* The Sub-Account investing in this Fund is closed to new Owners.

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

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

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

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

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

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

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

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

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

Fixed Account

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

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

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

The Fixed Account may not be available in all states.

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

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

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

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

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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.

Charges and Deductions

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

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

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

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

The return of expense charge is based on the following: 

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

As described under the heading “Term Life Insurance Rider” below, we may offer a term life insurance rider that may have the effect of reducing the sales charge and the return of expense charge you pay on purchasing an equivalent amount of insurance. We offer this rider in circumstances that result in the savings of sales and distribution expenses and administrative costs. To qualify, a corporation, employer, or other purchaser must satisfy certain criteria such as, for example, the number of Policies it expects to purchase and the expected Total Face Amount under all such Policies. Generally, the sales contacts and effort and administrative costs per Policy depend on factors such as the number of Policies purchased by a single Owner, the purpose for which the Policies are purchased, and the characteristics of the proposed Insureds. The amount of reduction and the criteria for qualification are related to the sales effort and

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administrative costs resulting from sales to a qualifying Owner. Great-West from time to time may modify on a uniform basis both the amounts of reductions and the criteria for qualification. Reductions in these charges will not be unfairly discriminatory against any person, including the affected Owners funded by the Series Account.

Mortality and Expense Risk Charge. This charge is for the mortality and expense risks we assume with respect to the Policy. It is based on an annual rate that we accrue against each Division of the Series Account on a daily basis and deduct on the first day of each Policy month by cancelling accumulation units on a pro-rata basis across all Sub-Accounts. We convert the mortality and expense risk charge into a daily rate by dividing the annual rate by 365. The mortality and expense risk charge will be determined by us from time to time based on our expectations of future interest, mortality experience, persistency, expenses and taxes, but will not exceed 0.90% annually. Currently, the charge is 0.28% for Policy Years 1 through 20 and 0.10% thereafter. On surrender and payment of the death benefit, we will deduct the pro-rata portion of the mortality and expense risk charge that has accrued.

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

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

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

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

1.

 is the cost of insurance charge (the monthly risk charge) equal to the current monthly risk rate (described below) multiplied by the net amount at risk divided by 1,000;

2.

 is the service charge;

3.

 is the monthly cost of any additional benefits provided by riders which are a part of your Policy;

4.

 is any extra risk charge if the Insured is in a rated class as specified in your Policy; and

5.

 is the accrued mortality and expense risk charge.

The net amount at risk equals:

•the death benefit divided by 1.00327374; less

•your Account Value on the first day of a Policy Month prior to assessing the monthly deduction.

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

Monthly Risk Rates. The monthly risk rate is used to determine the cost of insurance charge (monthly risk charge) for providing insurance coverage under the Policy. The monthly risk rate is applied to the amount at risk. The monthly risk rates (except for any such rate applicable to an increase in the Total Face Amount) are based on the length of time your Policy has been in force and the Insured’s sex (in the case of non-unisex Policies) and Issue Age. If the Insured is in a rated class as specified in your Policy, we will deduct an extra risk charge that reflects that class rating. The monthly risk rates applicable to each increase in the Total Face Amount are based on the length of time the increase has been in force and the Insured’s sex (in the case of non-unisex Policies), Issue Age, and class rating, if any. The monthly risk rates will be determined by us from time to time based on our expectations of future experience with respect to mortality, investment earnings, persistency, capital and reserve requirements, interest rates and expenses (including taxes). For Policies issued on or after December 26, 2019, the guaranteed maximum monthly risk rates are based on the 2017 Commissioner's Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table (“2017 CSO”). For Policies issued prior to December 26, 2019, the guaranteed maximum monthly risk rates are based on the 2001 Commissioner's Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table.

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Currently, the guaranteed minimum monthly risk charge under the 2017 CSO is $0.01 per $1000 and the guaranteed maximum is $83.33 per $1000. If your Policy is issued in Montana, unisex rates are charged and these rates will never exceed the male Smoker Ultimate Mortality Table.

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

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

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

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

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

Surrender Charges. Your Policy has no surrender charges.

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

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

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

General Description of Policy

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

Policy Rights

Owner. While the Insured is alive, unless you have assigned any of these rights, you may:

•transfer ownership to a new Owner;

•name a contingent owner who will automatically become the Owner of the Policy if you die before the Insured;

•change or revoke a contingent owner;

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•change or revoke a Beneficiary (unless a previous Beneficiary designation was irrevocable);

•exercise all other rights in the Policy;

•increase or decrease the Total Face Amount, subject to the other provisions of the Policy; and

•change the death benefit option, subject to the other provisions of the Policy.

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

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

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

Policy Limitations

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

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

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

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

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

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

In addition, we do not intend to enforce restrictions on Transfers set forth in your Policy except in cases of identified market timing unless the Sub-Account has additional restrictions that are noted in the respective Fund’s prospectus. See “Market Timing & Excessive Trading” below.

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

Fixed Account Transfers. Transfers into the Fixed Account are limited to once every 60 days. If the Company has imposed a limit on the amount that can be allocated to the Fixed Account, then your Transfer will be rejected if it would cause the value of the Fixed Account to exceed such limit. Transfers from the Fixed Account may only be made once per year. The maximum to be transferred out will be the greater of 25% of your balance in the Fixed Account or the amount of the Transfer in the previous 365 day period.

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Market Timing & Excessive Trading.Frequent Transfers may involve an effort to take advantage of the possibility of a lag between a change in the value of an underlying Fund’s securities and the reflection of that change in the Fund’s share price. This strategy, sometimes referred to as “market timing,”involves an attempt to buy shares of a Fund at aprice thatdoes not reflect the current market value of the securities of the Fund, and then to realize a profit when the Fund shares are sold the next Valuation Date or thereafter.

When you make a Transfer Request among the Funds,your request triggers the purchase and redemption of Fund shares.Frequent Transfers cause frequent purchases and redemptions of Fund shares. Frequent purchases and redemptions of Fund shares can cause adverse effects for a Fund, Fund shareholders, the Sub-Account, other Owners, beneficiaries,annuitants, or owners of other variablecontracts we issue that invest in the Sub-Account. Frequent Transfers can result in the following adverse effects:

•Increased brokerage, trading and transaction costs;

•Disruption of planned investment strategies;

•Forced and unplanned liquidation and Fund turnover;

•Lost opportunity costs; and

•Large asset swings that decrease the Fund’s ability to provide maximum investment return to all Owners.

In order to try to protect Owners and the Funds from the potential adverse effects of frequent Transfer activity, we have implemented certain market timing policies and procedures (the “Market Timing Procedures”). Our Market Timing Procedures are designed to detect and prevent frequent, short-term Transfer activity that may adversely affect the Funds, Fund shareholders, the Sub-Account, other Owners, beneficiaries, annuitants and owners of other variable contracts we issue that invest in the Sub-Account. We discourage frequent Transfers of Account Value between the Sub-Accounts.

We monitor Transfer activity in the Policy to identify frequent Transfer activity in any Policy. Our current Market Timing Procedures are intended to detect Transfer activity in which the Transfers exceed a certain dollar amount and a certain number of Transfers involving the same Funds within a specific time period. We regularly review transaction reports in an attempt to identify Transfers that exceed our established parameters. We do not include Transfers made pursuant to the dollar-cost averaging and Fund rebalancing programs when monitoring for frequent Transfer activity.

When we identify Transfer activity exceeding our established parameters in a Policy or group of Policies that appear to be under common control, we suspend non-written methods of requesting Transfers for that Policy or group of Policies. All Transfer Requests for the affected Policy or group of Policies must be in writing. We notify the affected Owner(s) in writing of these restrictions.

In addition to our Market Timing Procedures, the Funds may have their own market timing policies and restrictions. While we reserve the right to enforce the Funds’ policies and procedures, Owners and other persons with interests under the Policy should be aware that we may not have the contractual authority or the operational capacity to apply the market timing policies and procedures of the Funds,except that,under SEC rules,we are required to:(1) enter into a written agreement with each Fund or its principal underwriter that obligates us to provide to the Fund promptly upon request certain information about the trading activity of individual Owners, and (2) execute instructions from the Fund to restrict or prohibit further purchases or Transfers by specific Owners who violate the market timing policies established by the Fund.

Some of the Funds have reserved the right to temporarily or permanently refuse payments or Transfer Requests from us if, in the judgment of the Fund’s investment adviser, the Fund would be unable to invest effectively in accordance with its investment objective or policies, or would otherwise potentially be adversely affected. To the extent permitted by law, we reserve the right to delay or refuse to honor a Transfer Request, or to reverse a Transfer at any time we are unable to purchase or redeem shares of any of the Funds because of the Fund’s refusal or restriction on purchases or redemptions. We will notify the Owner(s) of any refusal or restriction on a purchase or redemption by a Fund relating to that Owner’s Transfer Request. Some Funds also may impose redemption fees on short-term trading (i.e., redemptions of mutual fund shares within a certain number of business days after purchase). We reserve the right to implement, administer, and collect any redemption fees imposed by any of the Funds. You should read the prospectus of each Fund for more information about its ability to refuse or restrict purchases or redemptions of its shares, which may be more or less restrictive than our Market Timing Procedures and those of other Funds, and to impose redemption fees.

We apply our Market Timing Procedures consistently to all Owners without special arrangement,waiver or exception.We reserve the right to change our Market Timing Procedures at any time without prior notice as we deem necessary or appropriate to better detect and deter potentially harmful frequent Transfer activity, to comply with state or federal regulatory requirements, or both. Wemay change our parameters to monitor for different dollar amounts,number of Transfers,time period of the Transfers, or any of these.

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Owners seeking to engage in frequent Transfer activity may employ a variety of strategies to avoid detection. Our ability to detect and deter such Transfer activity is limited by operational systems and technological limitations.

Furthermore,the identification of Owners determined to be engaged in transfer activity that may adversely affect othersinvolves judgments that are inherently subjective. Accordingly, despite our best efforts,we cannot guarantee that our Market Timing Procedures will detect or deter every potential market timer.In addition, because other insurance companies, retirement plans, or both may invest in the Funds,we cannot guarantee that the Funds will not suffer harm from frequent transfer activity in contracts orpolicies issued byother insurance companies or by retirement plan participants.

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

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

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

Policy or Registrant Changes

Addition, Deletion or Substitution of Investment Options. Great-West selects the investment options offered though the Contract based on several criteria, including but not limited to asset class coverage, brand recognition, the reputation and tenure of the adviser or sub-adviser, expenses, performance, marketing, availability, investment conditions, and the qualifications of each investment company. Another factor we consider is whether the investment option or an affiliate of the investment option will compensate Great-West for providing certain administrative, marketing, or support services that would otherwise be provided by the investment option, its investment adviser, or its distributor. For more information on such compensation, see “Charges and Deductions” in this prospectus. When we develop and offer a variable annuity product in cooperation with a fund family or a distributor, Great-West will generally include investment options based on recommendations made by the fund family or the distributor, whose selection criteria may differ from our own. We have selected investment options of the Great-West Funds at least in part because they are managed by our directly owned subsidiary.

Great-West does not control the investment options and cannot guarantee that any of the investment options will always be available for allocation of Contributions or Transfers. We retain the right to make changes in the Series Account and in its investments, including the right to establish new Sub-Accounts or to eliminate existing Sub-Accounts. Great-West periodically reviews each investment option and reserves the right to discontinue the offering of any investment option if we determine the investment option no longer meets one or more of the criteria, or if the investment option has not attracted significant allocations. If an investment option is discontinued, we may substitute shares of another investment option or shares of another investment company for the discontinued investment option’s shares. Any share substitution will comply with the requirements of the 1940 Act. If you are contributing to a Sub-Account corresponding to an investment option that is being discontinued, you will be given notice prior to the investment option’s elimination. Before a Sub-Account is eliminated, we will notify you and request that you reallocate the amounts invested in the Sub-Account to be eliminated.

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

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

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

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

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•is necessary to make the Policy or the Series Account comply with any law or regulation issued by a governmental agency to which we are, or the Series Account is, subject;

•is necessary to assure continued qualification of the Policy under the Code or other federal or state laws as a life insurance policy;

•is necessary to reflect a change in the operation of the Series Account or the Divisions; or

•adds, deletes or otherwise changes Division options.

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

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

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

Account Value

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

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

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

The Account Value on the Policy Date equals:

•that portion of net Premium received and allocated to the Division, plus

•that portion of net Premium received and allocated to the Fixed Account, less

•the service charges due on the Policy Date, less

•the monthly risk charge due on the Policy Date, less

•the monthly mortality and expense risk charge due on the Policy Date, less

•the monthly risk charge for any riders due on the Policy Date.

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

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

•the Account Value attributable to the Division on the preceding Valuation Date multiplied by that Division’s net investment factor, plus

•that portion of net Premium received and allocated to the Division during the current Valuation Period, plus

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•that portion of the value of the Loan Account Transferred to the Division upon repayment of a Policy loan during the current Valuation Period, plus

•any amounts Transferred by you to the Division from another Division during the current Valuation Period, less

•any amounts Transferred by you from the Division to another Division during the current Valuation Period, less

•that portion of any partial withdrawals deducted from the Division during the current Valuation Period, less

•that portion of any Account Value Transferred from the Division to the Loan Account during the current Valuation Period, less

•that portion of fees due in connection with a partial withdrawal charged to the Division, less

•the pro-rata portion of the mortality and expense risk charge accrued and charged to the Division, less

•if the first day of a Policy Month occurs during the current Valuation Period, that portion of the service charge for the Policy Month just beginning charged to the Division, less

•if the first day of a Policy Month occurs during the current Valuation Period, that portion of the monthly risk charge for the Policy Month just beginning charged to the Division, less

•if the first day of a Policy Month occurs during the current Valuation Period, that portion of the mortality and expense risk charge for the Policy Month just ending charged to the Division, less

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

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

1.

 is the net result of:

•the net asset value of a Fund share held in the Division determined as of the end of the current Valuation Period, plus

•the per share amount of any dividend or other distribution declared on Fund shares held in the Division if the “ex-dividend” date occurs during the current Valuation Period, plus or minus

•a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the current Valuation Period which are determined by us to be attributable to the operation of the Division; and

2.

 is the net result of:

•the net asset value of a Fund share held in the Division determined as of the end of the preceding Valuation Period, plus or minus

•a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the preceding Valuation Period which are determined by us to be attributable to the operation of the Division.

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

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

The Fixed Account Value is:

•Premiums, less Expense Charges, allocated to the Fixed Account; plus

•Sub-Account Value transferred to the Fixed Account; plus

• Interest credited to the Fixed Account; minus

•Partial withdrawals from the Fixed Account including any applicable partial withdrawal charges; minus

•The portion of any accrued policy fees and charges allocated to the Fixed Account; minus

•Loans from the Fixed Account; minus

•Transfers from the Fixed Account, including any applicable transfer charges.

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

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

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

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Other Provisions and Benefits

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

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

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

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

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

Paid-Up Life Insurance. When the Insured reaches Attained Age 121 (if your Policy is in force at that time), the entire Account Value of your Policy (less outstanding Policy Debt) will be applied as a single Premium to purchase “paid-up” insurance which means all premiums have been paid and there are no additional premiums due. Outstanding Policy Debt will be repaid at this time. This repayment may be treated as a taxable distribution to you if your Policy is not a MEC. The net single Premium for this insurance will be based on the 2017 Commissioner’s Standard Ordinary, Sex Distinct, Non-Smoker Mortality Table and 4% interest. The cash value of your paid-up insurance, which initially is equal to the net single Premium, will remain in the Divisions of the Series Account in accordance with your then current allocation. While the paid-up life insurance is in effect your assets will remain in the Series Account. You may change your Division allocation instructions and you may Transfer your cash value among the Divisions. All charges under your Policy, to the extent applicable, will continue to be assessed, except we will no longer make a deduction each Policy Month for the monthly risk charge. Your death benefit will be fixed by the Code for Insured age 99. As your cash value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly. You may surrender the paid-up insurance Policy at any time and, if surrendered within 30 days of a Policy Anniversary, its cash value will not be less than it was on that Policy Anniversary. Please see “Federal Income Tax Considerations - Treatment When Insured Reaches Attained Age 121” below.

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

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

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

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

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

•the Policy Date of the Policy to which this rider is attached; or

•the date this rider is delivered and the first rider premium is paid to the Company.

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

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

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

You may terminate this rider by Request. This rider also will terminate on the earliest of the following dates:

•the date the Policy is surrendered or terminated;

•the expiration of the grace period of the Policy; or

•the death of the Insured.

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

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

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

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

Dollar cost averaging permits you to automatically Transfer a predetermined dollar amount, subject to our minimum, at regular intervals from any one or more designated Divisions to one or more of the remaining, then available Divisions. The Unit Value will be determined on the dates of the Transfers. You must specify the percentage to be Transferred into each designated Division. Transfers

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may be set up on any one of the following frequency periods: monthly, quarterly, semiannually, or annually. The Transfer will be initiated one frequency period following the date of your Request. We will provide a list of Divisions eligible for dollar cost averaging that may be modified from time to time. Amounts Transferred through dollar cost averaging are not counted against the 12 free Transfers allowed in a Policy Year. You may not participate in dollar cost averaging and the rebalancer option (described below) at the same time. Participation in dollar cost averaging does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. We reserve the right to modify, suspend, or terminate dollar cost averaging at any time.

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

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

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

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

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

Non-Participating. The Policy does not pay dividends.

Premiums

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

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

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

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

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

Free Look Period. During the free look period (ten days or the period required by your state), you may cancel your Policy. If you purchased your Policy as a replacement of an existing policy, the free look period is extended to 30 days from the date you received it. If you decide to cancel your Policy within the free look period, you must return the Policy to our Corporate Headquarters or an agent of Great-West. Policies returned during the free look period will be void from the start.

In states that require us to return Account Value if you cancel your Policy, net Premium will be allocated to the Divisions you select on your application. In those states, we will refund your Policy Value (less surrenders, withdrawals and distributions) as of the date we received your cancellation request. This amount may be higher or lower than your Premium payments depending on the investment performance, which means you bear the investment risk until we receive your Policy and notice of cancellation.

In states that require us to return Premium if you cancel your Policy, net Premium will first be allocated to the Great-West Government Money Market Division and remain there until the next Valuation Date following the end of the free look period. In those states, we will return the greater of Account Value (less any surrenders, withdrawals and distributions already received) or the amount of Premium received as of the date we received your cancellation request.

At the end of the free look period, the Sub-Account value held in the Great-West Government Money Market Division will be allocated to the Division(s) you selected. If your Premium payments are received after 4:00 PM EST/EDT, such payments will be credited on the next Valuation Date. Regardless of when the payment is credited, you will receive the values from the date we received your payment.

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

In your Policy, the free look period is also referred to as the right to examine.

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

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

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

Net Premiums. The net Premium is the amount you pay as the Premium less any expense charges applied to Premiums. See “Charges and Deductions - Expense Charge Applied to Premium,” above.

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

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Death Benefits

Death Benefit. If your Policy is in force at the time of the Insured’s death, we will pay the Beneficiary an amount based on the death benefit option you select once we have received Due Proof of the Insured’s death. The amount payable will be:

•the amount of the selected death benefit option, less

•the value of any Policy Debt on the date of the Insured’s death, less

•any accrued and unpaid Policy charges.

The Death Benefit payable on the Insured’s death will be paid in a lump sum unless the Owner elects to receive all or a portion of the Death Benefit Proceeds under a settlement option that the Company is then offering.

 
The Company will pay interest on the Death Benefit Proceeds from the date of death. The Company will pay interest on the Death Benefit Proceeds at a rate established by the Company for funds left on deposit. Additional interest shall accrue at a rate of 10% annually beginning with the date that is 31 calendar days from the latest of (i), (ii), and (iii) to the date the claim is paid, where:

(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.

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

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

The Policy has two death benefit options.

Option 1. The “Level Death” Option. Under this option, the death benefit is –

•the Policy’s Total Face Amount on the date of the Insured’s death less any partial withdrawals; or, if greater,

•the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

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

Option 2. The “Coverage Plus” Option. Under this option, the death benefit is –

•the sum of the Total Face Amount and Account Value of the Policy on the date of the Insured’s death less any partial withdrawals; or, if greater,

•the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

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

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

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

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

A change in the death benefit option will not change the amount payable upon the death of the Insured on the date of change. Any change is subject to the following conditions:

•If the change is from option 1 to option 2, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount less the Account Value. Evidence of insurability may be required.

•If the change is from option 2 to option 1, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount plus the Account Value.

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

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

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

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

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

For purposes of the incontestability provision of your Policy, any decrease in Total Face Amount will be applied in the following order:

•first, to the most recent increase;

•second, to the next most recent increases, in reverse chronological order; and

•finally, to the initial Total Face Amount.

Surrenders and Withdrawals

Surrenders. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate. To surrender your Policy, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to Request the surrender of your Policy. The proceeds of a surrender will be payable within seven days of our receipt of the completed Request.

We will determine your Cash Surrender Value (minus any charges not previously deducted) as of the end of the first Valuation Date after we receive your Request for surrender.

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

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

A surrender may have tax consequences, including tax penalties. See “Federal Income Tax Considerations – Tax Treatment of Policy Benefits,” below.

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

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

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

A partial withdrawal may have tax consequences. See “Federal Income Tax Considerations – Tax Treatment of Policy Benefits,” below.

Loans

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

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

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

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

We may increase the Policy loan interest rate but such increase must be at least one-half of one percent. No increase may be made if the Policy loan interest rate would exceed the maximum loan interest rate.

We will send you advance notice of any increase in the Policy loan rate.

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

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

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

Lapse and Reinstatement

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

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

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

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

Reinstatement. Before the Insured’s death, we will reinstate your Policy, provided that the Policy has not been surrendered, and provided further that:

•you make your reinstatement Request within three years from the date of termination;

•you submit satisfactory Evidence of Insurability to us;

•you pay an amount equal to the Policy charges which were due and unpaid at the end of the grace period;

•you pay a Premium equal to four times the monthly deduction applicable on the date of reinstatement; and

•you repay or reinstate any Policy loan that was outstanding on the date coverage ceased, including interest at 6.00% per year compounded annually from the date coverage ceased to the date of reinstatement of your Policy.

A reinstated Policy’s Total Face Amount may not exceed the Total Face Amount at the time of termination. Your Account Value on the reinstatement date will reflect:

•the Account Value at the time of termination; plus

•net Premiums attributable to Premiums paid to reinstate the Policy; less

•the monthly expense charge; less

•the monthly cost of insurance charge applicable on the date of reinstatement; less

•the expense charge applied to Premium.

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

Deferral of Payment. We will usually pay any amount due from the Series Account within seven days after the Valuation Date following your Request giving rise to such payment or, in the case of death of the Insured, Due Proof of such death. Payment of any amount payable from the Series Account on death, surrender, partial withdrawal, or Policy loan may be postponed whenever:

•the NYSE is closed other than customary weekend and holiday closing, or trading on the NYSE is otherwise restricted;

•the SEC, by order, permits postponement for the protection of Owners; or

•an emergency exists as determined by the SEC, as a result of which disposal of securities is not reasonably practicable, or it is not reasonably practicable to determine the value of the assets of the Series Account.

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Federal Income Tax Considerations

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

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

Tax Status of the Policy

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

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

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

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

Tax Treatment of Policy Benefits

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

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

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

Depending on the circumstances, any of the following transactions may have federal income tax consequences:

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•the exchange of a Policy for a life insurance, endowment or annuity contract;

•a change in the death benefit option;

•a Policy loan;

•a partial surrender;

•a complete surrender;

•a change in the ownership of a Policy;

•a change of the named Insured; or

•an assignment of a Policy.

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

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

Exchanges. Section 1035 of the Code provides that no gain or loss will be recognized on the exchange of one life insurance contract for another. Generally, a life insurance contract issued in an exchange for another life insurance contract is treated for purposes of qualification under section 7702 of the Code as a new issue as of the date of the exchange. A contract’s status as a MEC cannot be changed as a result of an exchange. A MEC includes any life insurance contract that is received in exchange for a MEC.

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

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

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

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

Exchanges. Section 1035 of the Code provides that no gain or loss will be recognized on the exchange of one life insurance contract for another. Generally, a life insurance contract issued in an exchange for another life insurance contract is treated for purposes of qualification under section 7702 of the Code as a new issue as of the date of the exchange. A contract's status as a MEC cannot be changed as a result of an exchange. A MEC includes any life insurance contract that is received in exchange for a MEC.

Distributions

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

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

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

Distributions Under Modified Endowment Contracts. If treated as a MEC, your Policy will be subject to the following tax rules:

•First, partial withdrawals are treated as ordinary income subject to ordinary income tax up to the amount equal to the excess (if any) of your Account Value immediately before the distribution over the “investment in the contract” at the time of the distribution.

•Second, Policy loans and loans secured by a Policy are treated as partial withdrawals and taxed accordingly. Any past-due loan interest that is added to the amount of the loan is treated as a loan.

•Third, a ten percent additional penalty tax is imposed on that portion of any distribution (including distributions upon surrender), Policy loans, or loans secured by a Policy, that is included in income, except where the distribution or loan is made to a taxpayer that is a natural person, and:

1.

is made when the taxpayer is age 59 1∕2 or older;

2.

is attributable to the taxpayer becoming disabled; or

3.

is part of a series of substantially equal periodic payments (not less frequently than annually) for the duration of the taxpayer’s life (or life expectancy) or for the duration of the longer of the taxpayer’s or the Beneficiary’s life (or life expectancies).

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

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

The IRS has issued Revenue Procedure 2018-20 providing a safe harbor concerning the application of Sections 7702 and 7702A to life insurance contracts that have mortality guarantees based on the 2001 CSO Table or the 2017 CSO Table and which may continue in force after an insured attains age 100. If a contract satisfies all the requirements of Sections 7702 and 7702A using all of the Age 100 Safe Harbor Testing Method requirements set forth in Rev. Proc. 2018-20, the IRS will not challenge the qualification of that contract under Sections 7702 and 7702A. Rev. Proc. 2018-20 also states that “No adverse inference should be drawn with respect to the qualification of a contract as a life insurance contract under §7702, or its status as not a MEC under §7702A, merely by reason of a failure to satisfy all of the requirements of the Age 100 Safe Harbor.”

Federal Income Tax Withholding. We are required to withhold 10% on that portion of a Policy distribution that is taxable, unless you direct us in writing not to do so at or before the time of the Policy distribution. As the Owner you are responsible for the payment of any taxes and early distribution penalties that may be due on Policy distributions. We may be required to withhold at a rate of 30% under the Foreign Account Tax Compliance Act (“FATCA”) on certain distributions to foreign financial institutions and non-financial foreign entities holding accounts on behalf of and/or the assets of U.S. persons unless the foreign entities provide us with certain certifications regarding their status under FATCA on the applicable IRS forms. Prospective purchasers with accounts in foreign financial institutions or non-financial foreign entities are advised to consult with a competent tax advisor regarding the application of FATCA to their purchase situation.

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

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

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

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

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

Employer-Owned Life Insurance. Section 101(j) of the Code denies the tax-free treatment of death benefits payable under an employer-owned life insurance contract unless certain notice and consent requirements are met and either (1) certain rules relating to the insured employee’s status are satisfied or (2) certain rules relating to the payment of the “amount received under the contract” to, or for the benefit of, certain beneficiaries or successors of the insured employee are satisfied. The new rules apply to life insurance contracts owned by corporations (including S corporations), individual sole proprietors, estates and trusts and partnerships that are engaged in a trade or business. Any business contemplating the purchase of a Policy on the life of an employee should consult with its legal and tax advisers regarding the applicability of the new legislation to the proposed purchase.

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

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

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

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

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

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Our Taxes. We are taxed as a life insurance company under part I of subchapter L of the Code. The operations of the Series Account are taxed as part of our operations. Investment income and realized capital gains are not taxed to the extent that they are applied under the Policies. As a result of the Tax Cuts and Jobs Act of 2017, we are generally required to capitalize and amortize certain Policy acquisition expenses over a fifteen year period rather than currently deducting such expenses. This so-called “deferred acquisition cost” tax (“DAC tax”) applies to the deferred acquisition expenses of a Policy and results in a significantly higher corporate income tax liability for Great-West. We reserve the right to adjust the amount of a charge to Premium to compensate us for these anticipated higher corporate income taxes.

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

Summary

•We do not make any guarantees about the Policy’s tax status.

•We believe the Policy will be treated as a life insurance contract under federal tax laws.

•Death benefits generally are not subject to federal income tax.

•Investment gains are normally not taxed unless distributed to you before the Insured dies.

•If you pay more Premiums than permitted under the seven-pay test, your Policy will be a MEC.

•If your Policy becomes a MEC, partial withdrawals, Policy loans and surrenders may incur taxes and tax penalties.

Corporate Tax Shelter Requirements

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

Legal Proceedings

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

Legal Matters

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

The law firm of Carlton Fields, P.A., 1025 Thomas Jefferson St., N.W., Suite 400 West, Washington, D.C. 20007-5208, serves as special counsel to Great-West with regard to the federal securities laws.

Cyber Security Risks

Because our variable life insurance contract business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages and susceptible to operational and information security risks resulting from information system failures (e.g., hardware and software malfunctions), cyber-attacks, and similar incidents or events. These risks include, among other things, the theft, loss, misuse, corruption, and destruction of data maintained online or digitally, denial of service on our website and other operational disruption, unauthorized access to or release of confidential Owner information, and unintentional events and occurrences. Such system failures, cyber-attacks, and similar incidents or events affecting us, the Funds, intermediaries and other affiliated or third-party service providers or business partners may adversely affect us and your Policy value. For instance, system failures, cyber-attacks, and similar incidents or events may interfere with our processing of Policy transactions, including the processing of Transfer Requests from our website or with the portfolios, impact our ability to calculate Unit Values, cause the release, loss, and possible destruction of confidential owner or business information, impede order processing, subject us and/or our service providers, intermediaries, and business partners to regulatory inquiries and proceedings (possibly resulting in fines and/or penalties), litigation, financial losses and other costs, and/or cause reputational damage. Cyber security risks may also impact the issuers of securities in which the Funds invest, which may cause the Funds underlying your Policy to

40

lose value. The constant change in technologies and sophistication and activities of hackers and others continue to pose new and significant cyber security threats. While there can be no assurance that we or the Funds or our service providers or business partners will avoid these risks at all times or avoid losses affecting your Policy due to cyber-attacks, information security breaches, or similar incidents or events in the future, we take reasonable steps to mitigate these risks and secure our systems from such risks.

Abandoned Property Requirements

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

Financial Statements

Great-West’s financial statements, which are included in the Statement of Additional Information (“SAI”), should be considered only as bearing on our ability to meet our obligations with respect to the death benefit and our assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Series Account.

Independent Registered Public Accounting Firm

The financial statements and financial highlights of each of the investment divisions of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company included in the Statement of Additional Information have been audited by Deloitte& Touche LLP, an independent registered public accounting firm, as stated in their report appearing in the Registration Statement. Such financial statements are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Independent Auditors

The statutory-basis financial statements of Great-West Life & Annuity Insurance Company included in the Statement of Additional Information included in the Registration Statement have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing therein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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Appendix A – Glossary of Terms

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

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

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

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

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

Cash Surrender Value – is equal to:

(a)

 Account Value on the effective date of the surrender; less

(b)

 outstanding Policy loans and accrued loan interest, if any; less

(c)

 any monthly cost of insurance charges.

Corporate Headquarters – Great-West Life & Annuity Insurance Company, 8515 E. Orchard Road
Greenwood Village, Colorado 80111
Telephone: (303) 737-3000, or such other address as we may hereafter specify to you by written notice.

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

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

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

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

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

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

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

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

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

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

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

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

Loan Account – All outstanding loans plus credited loan interest held in the General Account of the Company. The Loan Account is not part of the Series Account.

A-1

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

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

NYSE – New York Stock Exchange.

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

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

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

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

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

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

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

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

SEC – The United States Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

A-2

Valuation Period – The period of time from one determination of Unit Values to the next following determination of Unit Values. We

will determine Unit Value for each Valuation Date as of the close of the NYSE (generally 4:00 p.m. EST/EDT) on that Valuation Date.

A-3

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

 
Reports and other information about the Series Account are available on the SEC’s website at http://www.sec.gov.

Investment Company Act File No. 811-09201

A-4

Great-West Life & Annuity Insurance Company

A Stock Company

8515 E. Orchard Road
Greenwood Village, Colorado 80111
Telephone: (303) 737-3000

Executive Benefit VUL  — Prospectus

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

Internet Delivery of Shareholder Reports:As permitted by regulations adopted by the Securities and Exchange Commission (“SEC”), paper copies of the Fund's annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website ( https://www.greatwestinvestments.com ), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your financial intermediary electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. You can call (866)345-5954 or make elections online at https://www.fundreports.com to let your financial intermediary know you wish to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account.

This prospectus describes a flexible premium variable universal life insurance policy (the “Policy”) offered by Great-West Life & Annuity Insurance Company (“Great-West,” “Company,” “we,” “our” or “us”). The Policy offered under this prospectus is no longer issued to new purchasers. The Policy offered under this prospectus has not been offered for sale since April 30, 2011; however, you may make additional Premium payments as permitted under your Policy.

The Policy is designed for use by corporations and employers to provide life insurance coverage in connection with, among other things, deferred compensation plans and employer-financed insurance purchase arrangements. The Policy is designed to meet the definition of a “life insurance contract” for federal income tax purposes.

The Policy allows “you,” the Owner, within certain limits to:

•choose the type and amount of insurance coverage you need and increase or decrease that coverage as your insurance needs change;

•choose the amount and timing of Premium payments, within certain limits;

•allocate Premium payments among the available investment options and Transfer Account Value among available investment options as your investment objectives change; and

•access your Account Value through loans and partial withdrawals or total surrenders.

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

The Policy and Fixed Account endorsement (and optional Term Life Insurance Rider) that we issued until April 30, 2011 became available on January 1, 2009. The Policy and optional Term Life Insurance Rider described in this prospectus are based on state-required 2001 CSO mortality tables, as defined below. Before January 1, 2009, we issued an earlier version of the Policy (“Pre-2009 Policy”) and optional Rider, which were based on 1980 CSO mortality tables. Many of the Pre-2009 Policies and optional Riders still

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remain outstanding. The Pre-2009 Policy differs somewhat from the Policy that we issued until April 30, 2011, and certain of the information in this prospectus, therefore, does not apply to those Pre-2009 Policies. Appendix B to this prospectus explains the information that applies instead to the Pre-2009 Policy and Pre-2009 optional Rider. Therefore, if you own a Pre-2009 Policy (issued prior to January 1, 2009), you should also refer to Appendix B at the end of this prospectus for information about how your Pre-2009 Policy and optional Rider differs from the Policy that we issued until April 30, 2011.

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

The date of this prospectus is May 10, 2021

ii

TABLE OF CONTENTS 

iii

iv

Distributions Under Modified Endowment Contracts
Multiple Policies
Treatment When Insured Reaches Attained Age 121
Federal Income Tax Withholding
Actions to Ensure Compliance with the Tax Law
Trade or Business Entity Owns or Is Directly or Indirectly a Beneficiary of the Policy
Employer-Owned Life Insurance
Split Dollar Life Insurance
Other Employee Benefit Programs
Policy Loan Interest
Change of Insured Rider
Investment Income Surtax
Our Taxes
Corporate Tax Shelter Requirements
Legal Proceedings
Legal Matters
Cyber Security Risks
Abandoned Property Requirements
Financial Statements
Independent Registered Public Accounting Firm
Independent Auditors
Appendix A – Glossary of Terms	A-1
Appendix B	B-1

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Summary of the Policy and its Benefits

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

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

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

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

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

We guarantee that the amounts allocated to the Fixed Account will be credited interest at a net effective annual interest rate of at least 3.00%, the minimum interest rate provided in your Policy. At our discretion, we will review the interest rate at least once a year. We may reset the interest rate monthly. The Fixed Account is not affected by the investment performance of the Sub-Accounts. Policy value in the Fixed Account will be reduced by the Policy fees and charges we deduct and the effects of any Policy transactions (loans, withdrawals, and Transfers) on your Policy value in the Fixed Account.

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

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

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

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

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

1.

 a fixed benefit equal to the Total Face Amount of your Policy; or

2.

 a variable benefit equal to the sum of the Total Face Amount and your Account Value.

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

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

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

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

8. Account Value. Your Account Value will reflect -

1.

 the Premiums you pay;

2.

 the investment performance of the Divisions you select;

3.

 the value of the Fixed Account;

4.

 any Policy loans or partial withdrawals;

5.

 your Loan Account balance; and

6.

 the charges we deduct under the Policy.

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

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

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

A withdrawal may reduce your death benefit.

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

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

1.

 term life insurance; and

2.

 change of Insured (not available to individual Owners).

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

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

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

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

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

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

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

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

The minimum Policy loan amount is $500.

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

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

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

Policy Risks

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

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

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

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

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

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

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

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

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

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

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

3

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

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

Under current tax law, Death Benefit Proceeds under MECs generally are excluded from the gross income of the Beneficiary. Withdrawals and Policy loans, however, are treated first as income, to the extent of any gain, and then as a return of Premium. The income portion of the distribution is includable in your taxable income and taxed at ordinary income tax rates. A 10% penalty tax is also generally imposed on the taxable portion of any amount received before age 59 1∕2.

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

Fund Risks

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

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

4

Fee Tables

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

Transaction Fees 

Charge	When Charge is Deducted	Amount Deducted
Maximum Expense Charge Imposed on Premium*	Upon each Premium payment	Maximum: 10% of Premium   Current: 9.0% of Premium up to target and 6.5% of Premium in excess of target
Sales Load**	Upon each Premium Payment	Maximum: 6.5% of Premium   Current: 5.5% of Premium up to target and 3.0% of Premium in excess of target
Premium Tax**	Upon each Premium payment	Maximum: 3.5% of Premium
Partial Withdrawal Fee	Upon partial withdrawal	Maximum: $25 deducted from Account Value for all partial withdrawals after the first made in the same Policy Year.
Change of Death Benefit Option Fee	Upon change of option	Maximum: $100 deducted from Account Value for each change of death benefit option.
Transfer Fee	At time of Transfer for all Transfers in excess of 12 made in the same Policy Year	Maximum: $10/Transfer
Loan Interest	Upon issuance of Policy loan	Maximum: the Moody’s Corporate Bond Yield Average – Monthly Average Corporates

*

 The Expense Charge consists of the Sales Load plus the Premium Tax.

**

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

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

including Fund fees and expenses.

5

Periodic Charges Other Than Fund Operating Expenses 

Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance (per $1000 Net Amount at Risk)1
Minimum & Maximum Cost of Insurance Charge	Monthly	Guaranteed: Minimum: $0.02 per $1000 Maximum: $83.33 per $1000
Cost of Insurance Charge for a 46- year old Male Non-Smoker, $550,000 Face Amount, Option 1 (Level Death)	Monthly	Guaranteed: $0.21 per $1000
Mortality and Expense Risk Charge2	Monthly	Guaranteed: 0.90% (of average daily net assets) annually Current: 0.40% for Policy Years 1-5, 0.25% for Policy Years 6-20, and 0.10% thereafter
Service Charge	Monthly	Maximum: $15/month Current: $10.00/month, Policy Years 1-3 and $7.50/month, Policy Years 4+

1 The Cost of Insurance 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.

6

 

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.

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

Total Annual Fund Operating Expenses4

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

	Minimum	Maximum
Total Annual Fund Operating	0.10%	2.45%

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

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

4 Expenses are shown as a percentage of a Fund’s average net assets as of December 31, 2020. The expenses above include fees and expenses incurred indirectly by the Great-West Profile Funds and the Great-West Lifetime Funds as a result of investing in shares of acquired funds, if any. The range of expenses above does not show the effect of any fee waiver or expense reimbursement arrangements. The advisers and/or other service providers of certain Funds have agreed to waive their fees and/or reimburse the Funds’ expenses in order to keep the expenses below specified limits. In some cases, these expense limitations may be contractual. In other cases, these expense limitations are voluntary and may be terminated at any time. Please see the prospectus for each Fund for information regarding the expenses for each Fund, including fee reduction and/or expense reimbursement arrangements, if applicable. The management fees and other expenses of the Funds are more fully described in the Fund prospectuses.

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Description of Depositor, Registrant, and Funds

Great-West Life & Annuity Insurance Company

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

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

Great-West is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a Delaware holding company. GWL&A Financialis 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. Lifeco operates in the United States primarily through the Company and through Putnam Investments, LLC (“Putnam”), and in Canada and Europe through The Canada Life Assurance Company (“CLAC”) and Irish Life Group Limited and their respective subsidiaries. Lifeco is a subsidiary of Power Financial Corporation (“Power Financial”), a Canadian holding company with substantial interests in the financial services industry. Power Corporation of Canada (“Power Corporation”), a Canadian holding and management company,has voting control of Power Financial.The Desmarais Family Residuary Trust, through a group of private holdingcompanies that it controls, has voting control of Power Corporation.

The shares of Lifeco and Power Corporation are traded publicly in Canada on the Toronto Stock Exchange.

On June3, 2019, Great-West entered into an indemnity reinsurance agreement (the “Agreement”) with Protective Life Insurance Company (“Protective”) to indemnifyand reinsure theobligations of Great-West under substantially all of its non-participating individual life insurance and annuity business and group life and health business, including this Policy.

Under the Agreement, as of October 5, 2020, Protective will provide administration and customer service for this Policy in accordance with its terms and contidions. Great-West will continue its present role as the issuer of your Policy and will remain responsible for the administration and customer service of the Policy. All of your rights and benefits under your Policy and Great-West’s obligations under the Policy remain unchanged.

The Series Account

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

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

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

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

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

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

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

The Investment Options and Funds

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

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

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

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

Payments We Receive. Some of the Funds’ investment advisers or affiliates may compensate us for providing the administrative, recordkeeping and reporting services they would normally be required to provide for individual shareholders or cost savings experienced by the investment advisers or affiliates of the Funds. Such compensation is typically a percentage of Series Account assets invested in the relevant Fund and generally may range up to 0.35% of net assets. Prior to October 5, 2020, GWFS Equities, Inc. (“GWFS”), a broker-dealer and subsidiary of Great-West served as the principal underwriter and distributor of the Policy.After October5, 2020,the principal underwriter anddistributor of the Policy is Investment Distributors,Inc.(“IDI”), a subsidiary of Protective Life Corporation (“PLC”),the parent of Protective.IDI is a Tennessee corporation and was established in 1993.

GWFS and IDI may receive 12b-1 fees (ranging up to 0.25%) directly from certain Funds for providing distribution related servies related to shares of Funds offered in connection with a Rule 12b-1 plan. If GWFS or IDI, as the case may be, receives 12b-1 fees, combined compensation for administrative and distribution related services generally ranges up to 0.60% annually of Series Account assets invested in a Fund.

Such payments and fees create an incentive for us to offer portfolios (or classes of shares of portfolios) for which such payments and fees are available to us. We consider such payments and fees, among other things, when deciding to include a portfolio (or class or share of a portfolio) as an investment option under the Policy. Other available investment portfolios (or other available classes of shares of the portfolios) may have lower fees and better overall investment performance than the portfolios (or classes of shares of the portfolios) offered under the Policy.

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

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Payments We Make. In addition to the direct cash compensation described above for sales of the Policies, IDI agents may receive additional cash and non-cash incentives to promote the sale of the Policies.IDI agents may participate in various contests and promotions subject to applicable FINRA regulations in which IDI agents may receive prizes such as travel awards, merchandise and cash. Subject to applicable FINRA regulations, IDI agents also may receive travel expenses, meals, lodging and entertainment of salespersons in connection with educational and sales promotional programs and sponsor speakers, educational seminars and charitable events.

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

Closed Divisions. Effective April 1, 2004, the Divisions investing in the American Century VP International Fund (Class I Shares) and Invesco V.I. Core Equity Fund (Series I Shares) were closed to new Owners. However, Owners with amounts invested in the aforementioned Divisions as of April 1, 2004, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2005, the Divisions investing in the Invesco V.I. Technology Fund (Series I Shares); Fidelity Variable Insurance Products Growth Portfolio (Service Class 2 Shares); Janus Henderson Global Research Portfolio (Institutional Shares); Great-West S&P Small Cap 600® Index Fund (Investor Class Shares); and Neuberger Berman AMT Mid Cap Growth Portfolio (Class I Shares) were closed to new Owners. However, Owners with amounts invested in the aforementioned Divisions as of May 1, 2005, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2007, the Division investing in the Invesco V.I. Health Care Fund (Series I Shares) was closed to new Owners. However, Owners with amounts transferred in the aforementioned Divisions as of May 1, 2007, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2008, the Division investing in the Federated Hermes High Income Bond Fund II (Primary Class Shares) was closed to new Owners. However, Owners with amounts transferred in the aforementioned Division as of May 1, 2008, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective May 1, 2009, the Divisions investing in the DWS CROCI® U.S. VIP (Class A Shares); Fidelity Variable Investment Portfolio Investment Grade Bond Portfolio (Service Class 2 Shares); and VanEck VIP Emerging Markets Fund (Initial Class Shares) were closed to new Owners. However, Owners with amounts transferred in the aforementioned Division as of May 1, 2009, may continue to allocate Premium payments and Transfer amounts into and out of such Divisions.

Effective April 30, 2010, the Division investing in the Federated Hermes Kaufmann Fund II (Primary Class Shares) was closed to new Owners.However, Owners with amounts transferred in to aforementioned Division as of April 30, 2010, may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Effective May 1, 2014, the Division investing in the Columbia Variable Portfolio – Small Cap Value Fund (Class 1 Shares) was closed to new Owners.However, Owners with amounts transferred in to aforementioned Division as of May 1, 2014, may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Effective May 1, 2016, the Divisions investing in the Alger Small Cap Growth Portfolio (Class I-2 Shares); Davis Value Portfolio; Invesco V.I. Mid Cap Core Equity Fund (Series I Shares); Janus Henderson Overseas Portfolio (Institutional Shares); and Royce Capital Fund Small-Cap Portfolio (Service Class Shares) were closed to new Owners. However, Owners with amounts invested in these Funds as of May 1, 2016 may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

Effective May 1, 2017, the Divisions investing in the DWS Small Mid Cap Value VIP (Class A Shares); Goldman Sachs VIT Mid Cap Value Fund (Institutional Shares); and Lord Abbett Series Fund Developing Growth Portfolio (Class VC Shares) were closed to new Owners. However, Owners with amounts invested in these Funds as of May 1, 2017 may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

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Effective May 1, 2019, the Divisions investing in the Fidelity® Variable Insurance Products Contrafund® Portfolio (Service Class 2 Shares); Goldman Sachs Multi-Strategy Alternatives Portfolio (Service Shares); and Putnam VT Emerging Markets Equity Fund (Class IA Shares) were closed to new owners. However, Owners with amounts invested in these Funds as of May 1, 2019 may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

Effective October 25, 2019, the Division investing in the Great-West Large Cap Value Fund (Investor II Class Shares) was closed to new owners. Investor II Class shares are only available to former Investor Class and Class L shareholders of the Great-West T. Rowe Price Equity Income Fund which merged into the Fund. Owners with amounts invested in these Funds as of October 25, 2019 may continue to allocate Premium payments and Transfer amounts into and out of such Division.

Effective May 1, 2021, the Divisions investing in the American Century Investments VP Inflation Protection Fund (Class II Shares); Fidelity VIP Mid Cap Portfolio (Service Class 2 Shares); Great-West Global Bond Fund (Investor Class Shares); Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio (Class I Shares); and VanEck VIP Global Hard Assets Fund (Initial Class Shares) were closed to new owners. However, Owners with amounts invested in these Funds as of May 1, 2021 may continue to allocate Premium payments and Transfer amounts into and out of these Divisions.

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

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

Invesco V.I. Core Equity Fund (Series I Shares)* - seeks long-term growth of capital.

Invesco V.I. Global Real Estate Fund (Series I Shares) - seeks total return through growth of capital and current income. Invesco Asset Management Ltd is the sub-adviser to this Fund.

Invesco V.I. Health Care Fund (Series I Shares)* - seeks long-term growth of capital.

Invesco V.I. International Growth Fund (Series I Shares) - seeks long-term growth of capital.

Invesco V.I. Main Street Mid Cap Fund (formerly Invesco V.I. Mid Cap Core Equity Fund (Series I Shares))* - seeks long-term growth of capital.

Invesco V.I. Main Street Small Cap Fund® (formerly Invesco Oppenheimer V.I. Main Street Small Cap Fund®) (Series I Shares) - seeks capital appreciation.

Invesco V.I. Technology Fund (Series I Shares)* - seeks long-term growth of capital.

Alger Portfolios – advised by Fred Alger Management, Inc.

Alger Small Cap Growth Portfolio (Class I-2 Shares)* - seeks long-term capital appreciation.

American Century Variable Portfolios, Inc. – advised by American Century Investment Management, Inc.

American Century Investments® VP Capital Appreciation Fund (Class I Shares) - seeks capital growth.

American Century Investments® VP International Fund (Class I Shares)* - seeks capital growth.

American Century Investments® VP Mid Cap Value Fund (Class I Shares) - seeks long-term capital growth; income is a secondary consideration.

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

American Century Investments® VP Value Fund (Class I Shares) - seeks long-term capital growth; income is a secondary consideration.

American Century Variable Portfolios II, Inc. – advised by American Century Investment Management, Inc.

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American Century Investments® VP Inflation Protection Fund (Class II Shares)* - seeks long-term total return using a strategy that seeks to protect against U.S. inflation.

American Funds Insurance Series® - advised by Capital Research and Management Company

American Funds IS Global Small Capitalization Fund (Class 2 Shares) - seeks long-term growth of capital.

American Funds IS Growth Fund (Class 2 Shares) - seeks growth of capital.

American Funds IS Growth-Income Fund (Class 2 Shares) - seeks to achieve long-term growth of capital and income.

American Funds IS International Fund (Class 2 Shares) - seeks to provide investors with long-term growth of capital.

American Funds IS New World Fund® (Class 2 Shares) - seeks long-term capital appreciation.

Blackrock Variable Series Funds, Inc. - advised by BlackRock Advisors, LLC

BlackRock 60/40 Target Allocation ETF V.I. Fund (Class I Shares) - seeks to track the investment results of an index composed of global equities in the technology sector.

BlackRock Global Allocation V.I. Fund (Class I Shares) - seeks high total investment return.

BlackRock High Yield V.I. Fund (Class I Shares) - seeks to maximize total return, consistent with income generation and prudent investment management. BlackRock International Limited is the sub-adviser to this Fund.

BNY Mellon Stock Index Fund, Inc.- advised by BNY Mellon Investment Adviser, Inc.

BNY Mellon Stock Index Fund (Initial Shares) - seeks to match the total return of the Standard & Poor's® 500 Composite Stock Price Index (S&P 500® Index). Mellon Investments Corporation is the sub-adviser to this Fund.

Columbia Funds Variable Insurance Trust - advised by Columbia Management Investment Advisers, LLC

Columbia Variable Portfolio - Small Cap Value (Class 1 Shares)* - seeks long-term capital appreciation.

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

Davis Financial Portfolio - seeks long-term growth of capital. Davis Selected Advisers-NY, Inc. is the sub-adviser to this Fund.

Davis Value Portfolio* - seeks long-term growth of capital. Davis Selected Advisers-NY, Inc. is the sub-adviser to this Fund.

Delaware VIP® Trust – advised by Delaware Management Company

Delaware VIP® International Series (Standard Class Shares) - seeks long-term growth without undue risk to principal.

Delaware VIP® Small Cap Value Series (Service Class Shares) - seeks capital appreciation.

Deutsche DWS Investments VIT Funds – advised by DWS Investment Management Americas, Inc.

DWS Small Cap Index VIP (Class A Shares) - seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000® Index, which emphasizes stocks of small U.S. companies. Northern Trust Investments, Inc. is the sub-adviser to this Fund.

Deutsche DWS Variable Series I – advised by DWS Investment Management Americas, Inc.

DWS Core Equity VIP (Class A Shares) - seeks long-term growth of capital, current income and growth of income.

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Deutsche DWS Variable Series II – advised by DWS Investment Management Americas, Inc.

DWS CROCI® U.S. VIP (Class A Shares)* - seeks a high rate of total return.

DWS High Income VIP (Class A Shares) - seeks a high level of current income.

DWS Small Mid Cap Value VIP (Class A Shares)* - seeks long-term capital appreciation.

DFA Investment Dimensions Group, Inc. – advised by Dimensional Fund Advisors LP

Dimensional VIT Inflation-Protected Securities Portfolio (Institutional Class Shares) - seeks to provide inflation protection and earn current income consistent with inflation-protected securities.

Eaton Vance Variable Trust – advised by Eaton Vance Management

Eaton Vance VT Floating-Rate Income Fund (Initial Class Shares) - seeks to provide a high level of current income.

Federated Hermes Insurance Series – advised by Federated Investment Management Company

Federated Hermes High Income Bond Fund II (Primary Class Shares)* - seeks high current income.

Federated Hermes Kaufmann Fund II (Primary Class Shares)* - seeks capital appreciation. Federated Global Investment Management Corp. is the sub-adviser to this Fund.

Fidelity® Variable Insurance Products Fund – advised by Fidelity Management & Research Company

Fidelity® VIP Growth Portfolio (Service Class 2 Shares)* - seeks to achieve capital appreciation. FMR Co., Inc. (FMRC) is the sub-adviser to this Fund.

Fidelity® Variable Insurance Products Fund II – advised by Fidelity Management & Research Company

Fidelity® VIP Contrafund® Portfolio (Service Class 2 Shares)* - seeks long-term capital appreciation. FMR Co., Inc. (FMRC) is the sub-adviser to this Fund.

Fidelity® VIP Emerging Markets Portfolio (Service Class 2 Shares) - seeks capital appreciation. FMR Co., Inc. (FMRC) is the sub-adviser to this Fund.

Fidelity VIP Index 500 Portfolio (Initial Class Shares) - seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the S&P 500® Index.

Fidelity® VIP Investment Grade Bond Portfolio (Service Class 2 Shares)* - seeks as high a level of current income as is consistent with the preservation of capital. Fidelity Investments Money Management, Inc. (FIMM) is the sub-adviser to this Fund.

Fidelity® Variable Insurance Products Fund III – advised by Fidelity Management & Research Company

Fidelity® VIP Mid Cap Portfolio (Service Class 2 Shares)* - seeks long-term growth of capital. FMR Co., Inc. (FMRC) is the sub-adviser to this Fund.

Goldman Sachs Variable Insurance Trust – advised by Goldman Sachs Asset Management, L.P.

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

Goldman Sachs VIT Multi-Strategy Alternatives Portfolio (Service Shares)* - seeks long-term growth of capital.

Great-West Funds, Inc. – advised by Great-West Capital Management, LLC

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Great-West Ariel Mid Cap Value Fund (Investor Class Shares) - seeks long-term capital appreciation. Ariel Investments, LLC is the sub-adviser to this Fund.

Great-West Bond Index Fund (Investor Class Shares) - seeks investment results that track the total return of the debt securities that comprise the Bloomberg Barclays U.S. Aggregate Bond Index.

Great-West Core Bond Fund (Investor Class Shares) - seeks to provide total return, consisting of two components: (1) changes in the market value of its portfolio holdings (both realized and unrealized appreciation); and (2) income received from its portfolio holdings. Federated Investment Management Company and Wellington Management Company LLP are the sub-advisers to this Fund.

Great-West Emerging Markets Equity Fund (Investor Class Shares) - seeks long-term capital appreciation. Lazard Asset Management LLC and UBS Asset Management (Americas) Inc. are the sub-advisers to this Fund.

Great-West Global Bond Fund (Investor Class Shares)* - seeks current income with capital appreciation and growth of income. Franklin Advisers, Inc. and Mellon Investments Corporation are the sub-advisers to the Fund.

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

Great-West Inflation-Protected Securities Fund (Investor Class Shares) - seeks real return consistent with the preservation of capital. Goldman Sachs Asset Management, L.P. is the sub-adviser to this Fund.

Great-West International Index Fund (Investor Class Shares) - seeks investment results, before fees and expenses that track the total return of the common stocks that comprise the MSCI EAFE (Europe, Australasia, Far East) Index. Irish Life Investment Managers Ltd. is the sub-adviser to this Fund.

Great-West International Value Fund (Investor Class Shares) - seeks long-term capital growth. LSV Asset Management and Massachusetts Financial Services Company are the sub-advisers to this Fund.

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

Great-West Large Cap Value Fund (Investor Class Shares) - seeks capital growth and current income. Putnam Investment Management, LLC and T. Rowe Price Associates, Inc. are the sub-advisers to this Fund.

Great-West Large Cap Value Fund (Investor II Class Shares)* - seeks capital growth and current income. Putnam Investment Management, LLC and T. Rowe Price Associates, Inc. are the sub-advisers to this Fund.

Great-West Mid Cap Value Fund (Investor Class Shares) - seeks long-term growth of capital. Goldman Sachs Asset Management, L.P. is the sub-adviser to this Fund.

Great-West Multi-Sector Bond Fund (Investor Class Shares) - seeks high total investment return through a combination of current income and capital appreciation. Loomis, Sayles & Company, L.P. and Newfleet Asset Management, LLC are the sub-advisers to this Fund.

Great-West Real Estate Index Fund (Investor Class Shares) - seeks investment results, before fees and expenses, that track the total return of a benchmark index that measures the performance of publicly traded equity real estate investment trusts (“REITs”). Irish Life Investment Managers Ltd. is the sub-adviser to this Fund.

Great-West S&P Mid Cap 400® Index Fund (Investor Class Shares) - seeks investment results, before fees and expenses, which track the total return of the common stocks that comprise the Standard & Poor's (“S&P”) MidCap 400®Index. Irish Life Investment Managers Ltd. is the sub-adviser to this Fund.

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Great-West S&P Small Cap 600® Index Fund (Investor Class Shares)* - seeks investment results that track the total return of the common stocks that comprise the Standard & Poor's (“S&P”) SmallCap 600® Index. ) Irish Life Investment Managers Ltd. is the sub-adviser to this Fund.

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

Great-West Small Cap Growth Fund (Investor Class Shares) - seeks long-term capital appreciation. Lord, Abbett & Co. LLC and Peregrine Capital Management, LLC are the sub-advisers to the Fund.

Great-West Small Cap Value Fund (formerly Great-West Loomis Sayles Small Cap Value Fund) (Investor Class Shares) - seeks long-term capital growth. Hotchkis & Wiley Capital Management, LLC and Loomis, Sayles & Company, L.P. are the sub-advisers to this Fund.

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

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

Great-West Lifetime Funds

Great-West Lifetime 2015 Fund (Investor Class Shares) - seeks income and secondarily, capital growth.

Great-West Lifetime 2020 Fund (Investor Class Shares) - seeks income and secondarily capital growth.

Great-West Lifetime 2025 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2025, it seeks income and secondarily capital growth.

Great-West Lifetime 2030 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2030, it seeks income and secondarily capital growth.

Great-West Lifetime 2035 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2035, it seeks income and secondarily capital growth.

Great-West Lifetime 2040 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2040, it seeks income and secondarily capital growth.

Great-West Lifetime 2045 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2045, it seeks income and secondarily capital growth.

Great-West Lifetime 2050 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2050, it seeks income and secondarily capital growth.

Great-West Lifetime 2055 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2055, it seeks income and secondarily capital growth.

Great-West Lifetime 2060 Fund (Investor Class Shares) - seeks capital appreciation and income consistent with its current asset allocation; after 2060, it seeks income and secondarily capital growth.

Great-West Profile Funds

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

Great-West Aggressive Profile Fund (Investor Class Shares) - seeks long-term capital appreciation primarily through investments in underlying funds that emphasize equity investments.

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Great-West Conservative Profile Fund (Investor Class Shares) - seeks capital preservation primarily through investments in underlying funds that emphasize fixed income investments.

Great-West Moderate Profile Fund (Investor Class Shares) - seeks long-term capital appreciation primarily through investments in underlying funds with a relatively equal emphasis on equity and fixed income investments.

Great-West Moderately Aggressive Profile Fund (Investor Class Shares) - seeks long-term capital appreciation primarily through investments in underlying funds that emphasize equity investments and, to a lesser degree, in underlying funds that emphasize fixed income investments.

Great-West Moderately Conservative Profile Fund (Investor Class Shares) - seeks income and capital appreciation primarily through investments in underlying funds that emphasize fixed income investments and, to a lesser degree, in underlying funds that emphasize equity investments.

Janus Aspen Series – advised by Janus Capital Management LLC

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

Janus Henderson Enterprise Portfolio (Institutional Shares) - seeks long-term growth of capital.

Janus Henderson Flexible Bond Portfolio (Institutional Shares) - seeks to obtain maximum total return, consistent with preservation of capital.

Janus Henderson Forty Portfolio (Institutional Shares) - seeks long-term growth of capital.

Janus Henderson Global Research Portfolio (Institutional Shares)* - seeks long-term growth of capital.

Janus Henderson Global Technology and Innovation Portfolio (Institutional Shares) - seeks long-term growth of capital.

Janus Henderson Overseas Portfolio (Institutional Shares)* - seeks long-term growth of capital.

JPMorgan Insurance Trust – advised by J.P. Morgan Investment Management Inc.

JPMorgan Insurance Trust Small Cap Core Portfolio (Class 1 Shares) - seeks capital growth over the long term.

JPMorgan Insurance Trust U.S. Equity Portfolio (Class 1 Shares) - seeks high total return.

Legg Mason Partners Variable Equity Trust – advised by Legg Mason Partners Fund Advisor, LLC

ClearBridge Variable Mid Cap Portfolio (Class I Shares) - seeks long-term growth of capital. ClearBridge Investments, LLC is the sub-adviser to this Fund.

ClearBridge Variable Small Cap Growth Portfolio (Class I Shares) - seeks long-term growth of capital. ClearBridge Investments, LLC is the sub-adviser to this Fund.

Lord Abbett Series Fund, Inc. – advised by Lord, Abbett & Co. LLC

Lord Abbett Series Fund Developing Growth Portfolio (Class VC Shares)* - seeks long-term growth of capital.

Lord Abbett Series Fund Total Return Portfolio (Class VC Shares) - seeks income and capital appreciation to produce a high total return.

MFS® Variable Insurance Trust – advised by Massachusetts Financial Services Company

MFS® VIT Growth Series (Initial Class Shares) - seeks capital appreciation.

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MFS® VIT Mid Cap Growth Series (Initial Class Shares) - seeks capital appreciation.

MFS® VIT Research Series (Initial Class Shares) - seeks capital appreciation.

MFS® VIT Total Return Bond Series (Initial Class Shares) - seeks total return with an emphasis on current income, but also considering capital appreciation.

MFS® VIT Value Series (Initial Class Shares) - seeks capital appreciation.

MFS® Variable Insurance Trust II – advised by Massachusetts Financial Services Company

MFS® VIT II International Growth Portfolio (Initial Class Shares) - seeks capital appreciation.

MFS® Variable Insurance Trust III – advised by Massachusetts Financial Services Company

MFS® VIT III Blended Research® Small Cap Equity Portfolio (Initial Class Shares) - seeks capital appreciation.

MFS® VIT III Global Real Estate Portfolio (Initial Class Shares) - seeks total return.

MFS® VIT III Mid Cap Value Portfolio (Initial Class Shares) - seeks capital appreciation.

Neuberger Berman Advisers Management Trust – advised by Neuberger Berman Investment Advisers LLC

Neuberger Berman AMT Mid Cap Growth Portfolio (Class I Shares)* - seeks growth of capital.

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

Neuberger Berman AMT Sustainable Equity Portfolio (Class I Shares) - seeks long-term growth of capital by investing primarily in securities of companies that meet the Fund’s environmental, social and governance (ESG) criteria.

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

PIMCO VIT CommodityRealReturn® Strategy Portfolio (Administrative Class Shares) - seeks maximum real return, consistent with prudent investment management.

PIMCO VIT Global Bond Opportunities Portfolio (Unhedged) (Administrative Class Shares) - seeks maximum total return, consistent with preservation of capital and prudent investment management.

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

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

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

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

Pioneer Variable Contracts Trust – advised by Amundi Pioneer Asset Management, Inc.

Pioneer Real Estate Shares VCT Portfolio (Class I Shares) - seeks long-term growth of capital; current income is a secondary objective.

Putnam Variable Trust – advised by Putnam Investment Management, LLC

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Putnam VT Emerging Markets Equity Fund Class(Class IA Shares)* - seeks long-term capital appreciation. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Focused International Equity Fund (formerly Putnam VT Global Equity Fund) (Class IA Shares) - seeks capital appreciation. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Global Asset Allocation Fund (Class IA Shares) - seeks long-term return consistent with preservation of capital. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Growth Opportunities Fund (Class IA Shares) - seeks capital appreciation. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT High Yield Fund (Class IA Shares) - seeks high current income. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT Income Fund (Class IB Shares) - seeks high current income consistent with what the manager believes to be prudent risk. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT International Value Fund (Class IA Shares) - seeks capital growth; current income is a secondary objective. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Large Cap Value Fund (formerly Putnam VT Equity Income Fund) (Class IA Shares) - seeks capital growth and current income. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT Research Fund (Class IA Shares) - seeks capital appreciation. The Putnam Advisory Company, LLC and Putnam Investments Limited are the sub-advisers to this Fund.

Putnam VT Small Cap Value Fund (Class IA Shares) - seeks capital appreciation. Putnam Investments Limited is the sub-adviser to this Fund.

Putnam VT Sustainable Future Fund (Class IA Shares) - seeks capital appreciation and, as a secondary objective, current income. Putnam Investments Limited is the sub-adviser to this Fund.

Royce Capital Fund – advised by Royce & Associates, LP

Royce Small-Cap Portfolio (Service Class Shares)* - seeks long-term growth of capital.

T. Rowe Price Equity Series, Inc. – advised by T. Rowe Price Associates, Inc.

T. Rowe Price Blue Chip Growth Portfolio (Portfolio-II Class Shares) - seeks to provide long-term capital growth; income is a secondary objective.

VanEck VIP Trust – advised by Van Eck Associates Corporation

VanEck VIP Emerging Markets Fund (Initial Class Shares)* - seeks long-term capital appreciation by investing primarily in equity securities in emerging markets around the world.

VanEck VIP Global Resources Fund (formerly VanEck VIP Global Hard Assets Fund) (Initial Class Shares)* - seeks long-term capital appreciation by investing primarily in global resource securities; income is a secondary consideration.

Vanguard Variable Insurance Funds - advised by The Vanguard Group, Inc.

Vanguard VIF Global Bond Index Portfolio - seeks to track the performance of a benchmark index that measures the investment return of the global, investment-grade, fixed income market.

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Vanguard VIF Total Bond Market Index Portfolio - seeks to track the performance of a broad, market-weighted bond index.

Victory Portfolios –advised by Victory Capital Management, Inc.

Victory RS Small Cap Growth Equity VIP Series (Class I Shares) - seeks long-term capital growth.

* The Sub-Account investing in this Fund is closed to new Owners.

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

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

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

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

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

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

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

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

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

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Fixed Account

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

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

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

The Fixed Account may not be available in all states.

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

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

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

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

 In an employer-financed insurance purchase arrangement, the procedures described 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

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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.

Charges and Deductions

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

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

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

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

The return of expense charge is based on the following: 

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

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

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

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

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

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

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

1.

 is the cost of insurance charge (the monthly risk charge) equal to the current monthly risk rate (described below) multiplied by the net amount at risk divided by 1,000;

2.

 is the service charge;

3.

 is the monthly cost of any additional benefits provided by riders which are a part of your Policy;

4.

 is any extra risk charge if the Insured is in a rated class as specified in your Policy; and

5.

 is the accrued mortality and expense risk charge.

The net amount at risk equals:

•the death benefit divided by 1.00327374; less

•your Account Value on the first day of a Policy Month prior to assessing the monthly deduction.

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

Monthly Risk Rates. The monthly risk rate is used to determine the cost of insurance charge (monthly risk charge) for providing insurance coverage under the Policy. The monthly risk rate is applied to the amount at risk. The monthly risk rates (except for any such rate applicable to an increase in the Total Face Amount) are based on the length of time your Policy has been in force and the Insured’s sex (in the case of non-unisex Policies) and Issue Age. If the Insured is in a rated class as specified in your Policy, we will deduct an extra risk charge that reflects that class rating. The monthly risk rates applicable to each increase in the Total Face Amount are based on the length of time the increase has been in force and the Insured’s sex (in the case of non-unisex Policies), Issue Age, and class rating, if any. The monthly risk rates will be determined by us from time to time based on our expectations of future experience with respect to mortality, persistency, interest rates, expenses and taxes, but will not exceed the guaranteed maximum monthly risk rates based on the 2001 Commissioner’s Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table (“2001 CSO”).

Currently, the guaranteed minimum monthly risk charge under the 2001 CSO is $0.02 per $1000 and the guaranteed maximum is $83.33 per $1000. If your Policy is issued in Montana, unisex rates are charged and these rates will never exceed the male Smoker Ultimate Mortality Table.

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

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

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

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

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

Surrender Charges. Your Policy has no surrender charges.

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

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

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

General Description of Policy

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

Policy Rights

Owner. While the Insured is alive, unless you have assigned any of these rights, you may:

•transfer ownership to a new Owner;

•name a contingent owner who will automatically become the Owner of the Policy if you die before the Insured;

•change or revoke a contingent owner;

•change or revoke a Beneficiary (unless a previous Beneficiary designation was irrevocable);

•exercise all other rights in the Policy;

•increase or decrease the Total Face Amount, subject to the other provisions of the Policy; and

•change the death benefit option, subject to the other provisions of the Policy.

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

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

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

Policy Limitations

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

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

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

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

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

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

In addition, we do not intend to enforce restrictions on Transfers set forth in your Policy except in cases of identified market timing unless the Sub-Account has additional restrictions that are noted in the respective Fund’s prospectus. See “Market Timing & Excessive Trading” below.

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

Fixed Account Transfers. Transfers into the Fixed Account are limited to once every 60 days. If the Company has imposed a limit on the amount that can be allocated to the Fixed Account, then your Transfer will be rejected if it would cause the value of the Fixed Account to exceed such limit. Transfers from the Fixed Account may only be made once per year. The maximum to be transferred out will be the greater of 25% of your balance in the Fixed Account or the amount of the Transfer in the previous 365 day period.

Market Timing & Excessive Trading.Frequent Transfers may involve an effort to take advantage of the possibility of a lag between a change in the value of an underlying Fund’s securities and the reflection of that change in the Fund’s share price. This strategy, sometimes referred to as “market timing,”involves an attempt to buy shares of a Fund at aprice thatdoes not reflect the current market value of the securities of the Fund, and then to realize a profit when the Fund shares are sold the next Valuation Date or thereafter.

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When you make a Transfer Request among the Funds, yourrequest triggers the purchaseand redemption of Fund shares. Frequent Transfers cause frequent purchases and redemptions of Fund shares.Frequent purchases and redemptions of Fund shares can cause adverse effects for aFund, Fund shareholders, the Sub-Account , other Owners, beneficiaries, annuitants, or ownersof other variable contracts we issue that invest in the Sub-Account. Frequent Transfers can result in the following adverse effects:

•Increased brokerage, trading and transaction costs;

•Disruption of planned investment strategies;

•Forced and unplanned liquidation and Fund turnover;

•Lost opportunity costs; and

•Large asset swings that decrease the Fund’s ability to provide maximum investment return to all Owners.

In order to try to protect Owners and the Funds from the potential adverse effects of frequent Transfer activity, we have implemented certain market timing policies and procedures (the“Market Timing Procedures”). Our Market Timing Procedures are designed to detect and prevent frequent,short-term Transfer activity that may adversely affect the Funds, Fund shareholders,the Sub-Account,other Owners, beneficiaries, annuitants and owners of other variable contracts we issue that invest in the Sub-Account.We discourage frequent Transfers of Account Value between the Sub-Accounts.

We monitor Transfer activity in the Policy to identify frequent Transfer activity in any Policy. Our currentMarket Timing Procedures are intended to detect Transfer activityin which theTransfers exceed acertain dollar amount and a certain number ofTransfers involving the same Funds within a specific time period. We regularly review transaction reports in an attempt to identify Transfers that exceed our established parameters. We do not include Transfers made pursuant to the dollar-cost averaging and Fund rebalancing programs when monitoring for frequent Transfer activity.

When we identify Transfer activity exceeding our established parameters in a Policy or group of Policies that appear to be under common control, we suspend non-written methods of requesting Transfers for that Policy or group of Policies. All Transfer Requests for the affected Policy or group of Policies must be in writing. We notify the affected Owner(s) in writing of these restrictions.

In addition to our Market Timing Procedures, the Funds may have their own market timing policies and restrictions. While we reserve the right to enforce the Funds’ policies and procedures, Owners and other persons with interests under the Policy should be aware that we may not have the contractual authority or the operational capacity to apply the market timing policies and procedures of the Funds,except that,under SEC rules,we are required to:(1) enter into a written agreement with each Fund or its principal underwriter that obligates us to provide to the Fund promptly upon request certain information about the trading activity of individual Owners, and (2) execute instructions from the Fund to restrict or prohibit further purchases or Transfers by specific Owners who violate the market timing policies established by the Fund.

Some of the Funds have reserved the right to temporarily or permanently refuse payments or Transfer Requests from us if, in the judgment of the Fund’s investment adviser, the Fund would be unable to invest effectively in accordance with its investment objective or policies, or would otherwise potentially be adversely affected. To the extent permitted by law, we reserve the right to delay or refuse to honor a Transfer Request, or to reverse a Transfer at any time we are unable to purchase or redeem shares of any of the Funds because of the Fund’s refusal or restriction on purchases or redemptions. We will notify the Owner(s) of any refusal or restriction on a purchase or redemption by a Fund relating to that Owner’s Transfer Request. Some Funds also may impose redemption fees on short-term trading (i.e., redemptions of mutual fund shares within a certain number of business days after purchase). We reserve the right to implement, administer, and collect any redemption fees imposed by any of the Funds. You should read the prospectus of each Fund for more information about its ability to refuse or restrict purchases or redemptions of its shares, which may be more or less restrictive than our Market Timing Procedures and those of other Funds, and to impose redemption fees.

We apply our Market Timing Procedures consistently to all Owners without special arrangement,waiver or exception.We reserve the right to change our Market Timing Procedures at any time without prior notice as we deem necessary or appropriate to better detect and deter potentially harmful frequent Transfer activity, to comply with state or federal regulatory requirements, or both. Wemay change our parameters to monitor for different dollar amounts,number of Transfers,time period of the Transfers, or any of these.

Owners seeking to engage in frequent Transfer activity may employ a variety of strategies to avoid detection. Our ability to detect and deter such Transfer activity is limited by operational systems and technological limitations.

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Furthermore,the identification of Owners determined to be engaged in transfer activity that may adversely affect othersinvolves judgments that are inherently subjective. Accordingly, despite our best efforts,we cannot guarantee that our Market Timing Procedures will detect or deter every potential market timer.In addition, because other insurance companies, retirement plans, or both may invest in the Funds,we cannot guarantee that the Funds will not suffer harm from frequent transfer activity in contracts orpolicies issued by other insurance companies or by retirement plan participants.

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

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

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

Policy or Registrant Changes

Addition, Deletion or Substitution of Investment Options. Great-West selects the investment options offered though the Contract based on several criteria, including but not limited to asset class coverage, brand recognition, the reputation and tenure of the adviser or sub-adviser, expenses, performance, marketing, availability, investment conditions, and the qualifications of each investment company. Another factor we consider is whether the investment option or an affiliate of the investment option will compensate Great-West for providing certain administrative, marketing, or support services that would otherwise be provided by the investment option, its investment adviser, or its distributor. For more information on such compensation, see “Charges and Deductions” in this prospectus. When we develop and offer a variable annuity product in cooperation with a fund family or a distributor, Great-West will generally include investment options based on recommendations made by the fund family or the distributor, whose selection criteria may differ from our own. We have selected investment options of the Great-West Funds at least in part because they are managed by our directly owned subsidiary.

Great-West does not control the investment options and cannot guarantee that any of the investment options will always be available for allocation of Contributions or Transfers. We retain the right to make changes in the Series Account and in its investments, including the right to establish new Sub-Accounts or to eliminate existing Sub-Accounts. Great-West periodically reviews each investment option and reserves the right to discontinue the offering of any investment option if we determine the investment option no longer meets one or more of the criteria, or if the investment option has not attracted significant allocations. If an investment option is discontinued, we may substitute shares of another investment option or shares of another investment company for the discontinued investment option’s shares. Any share substitution will comply with the requirements of the 1940 Act. If you are contributing to a Sub-Account corresponding to an investment option that is being discontinued, you will be given notice prior to the investment option’s elimination. Before a Sub-Account is eliminated, we will notify you and request that you reallocate the amounts invested in the Sub-Account to be eliminated.

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

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

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

•is necessary to make the Policy or the Series Account comply with any law or regulation issued by a governmental agency to which we are, or the Series Account is, subject;

•is necessary to assure continued qualification of the Policy under the Code or other federal or state laws as a life insurance policy;

•is necessary to reflect a change in the operation of the Series Account or the Divisions; or

•adds, deletes or otherwise changes Division options.

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

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

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

Account Value

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

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

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

The Account Value on the Policy Date equals:

•that portion of net Premium received and allocated to the Division, plus

•that portion of net Premium received and allocated to the Fixed Account, less

•the service charges due on the Policy Date, less

•the monthly risk charge due on the Policy Date, less

•the monthly risk charge for any riders due on the Policy Date.

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

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

•the Account Value attributable to the Division on the preceding Valuation Date multiplied by that Division’s net investment factor, plus

•that portion of net Premium received and allocated to the Division during the current Valuation Period, plus

•that portion of the value of the Loan Account Transferred to the Division upon repayment of a Policy loan during the current Valuation Period, plus

•any amounts Transferred by you to the Division from another Division during the current Valuation Period, less

•any amounts Transferred by you from the Division to another Division during the current Valuation Period, less

•that portion of any partial withdrawals deducted from the Division during the current Valuation Period, less

•that portion of any Account Value Transferred from the Division to the Loan Account during the current Valuation Period, less

•that portion of fees due in connection with a partial withdrawal charged to the Division, less

•the mortality and expense risk charge for each day in the Valuation Period, less

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•if the first day of a Policy Month occurs during the current Valuation Period, that portion of the service charge for the Policy Month just beginning charged to the Division, less

•if the first day of a Policy Month occurs during the current Valuation Period, that portion of the monthly risk charge for the Policy Month just beginning charged to the Division, less

•if the first day of a Policy Month occurs during the current Valuation Period, that portion of the mortality and expense risk charge for the Policy Month just ending charged to the Division, less

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

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

1.

 is the net result of:

•the net asset value of a Fund share held in the Division determined as of the end of the current Valuation Period, plus

•the per share amount of any dividend or other distribution declared on Fund shares held in the Division if the “ex-dividend” date occurs during the current Valuation Period, plus or minus

•a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the current Valuation Period which are determined by us to be attributable to the operation of the Division; and

2.

 is the net result of:

•the net asset value of a Fund share held in the Division determined as of the end of the preceding Valuation Period, plus or minus

•a per share credit or charge with respect to any taxes incurred by or reserved for, or paid by us if not previously reserved for, during the preceding Valuation Period which are determined by us to be attributable to the operation of the Division.

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

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

The Fixed Account Value is:

•Premiums, less expense charges, allocated to the Fixed Account; plus

•Sub-Account Value transferred to the Fixed Account; plus

•Interest credited to the Fixed Account; minus

•Partial withdrawals from the Fixed Account including any applicable partial withdrawal charges; minus

•The portion of any accrued policy fees and charges allocated to the Fixed Account; minus

•Loans from the Fixed Account; minus

•Transfers from the Fixed Account, including any applicable transfer charges.

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

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

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

Other Provisions and Benefits

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

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

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

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

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

Paid-Up Life Insurance. When the Insured reaches Attained Age 121 (if your Policy is in force at that time), the entire Account Value of your Policy (less outstanding Policy Debt) will be applied as a single Premium to purchase “paid-up” insurance which means all premiums have been paid and there are no additional premiums due. Outstanding Policy Debt will be repaid at this time. This repayment may be treated as a taxable distribution to you if your Policy is not a MEC. The net single Premium for this insurance will be based on the 2017 Commissioner’s Standard Ordinary, Sex Distinct, Non-Smoker Mortality Table and 4% interest. The cash value of your paid-up insurance, which initially is equal to the net single Premium, will remain in the Divisions of the Series Account in accordance with your then current allocation. While the paid-up life insurance is in effect your assets will remain in the Series Account. You may change your Division allocation instructions and you may Transfer your cash value among the Divisions. All charges under your Policy, to the extent applicable, will continue to be assessed, except we will no longer make a deduction each Policy Month for the monthly risk charge. Your death benefit will be fixed by the Code for Insured age 99. As your cash value changes based on the investment experience of the Divisions, the death benefit will increase or decrease accordingly. You may surrender the paid-up insurance Policy at any time and, if surrendered within 30 days of a Policy Anniversary, its cash value will not be less than it was on that Policy Anniversary. Please see “Federal Income Tax Considerations - Treatment When Insured Reaches Attained Age 121” below.

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

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

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

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

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

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•the Policy Date of the Policy to which this rider is attached; or

•the date this rider is delivered and the first rider premium is paid to the Company.

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

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

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

You may terminate this rider by Request. This rider also will terminate on the earliest of the following dates:

•the date the Policy is surrendered or terminated;

•the expiration of the grace period of the Policy; or

•the death of the Insured.

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

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

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

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

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

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

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

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

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

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

Non-Participating. The Policy does not pay dividends.

Premiums

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

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

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

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

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

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

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

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

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

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

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

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

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

Net Premiums. The net Premium is the amount you pay as the Premium less any expense charges applied to Premiums. See “Charges and Deductions - Expense Charge Applied to Premium,” above.

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

Death Benefits

Death Benefit. If your Policy is in force at the time of the Insured’s death, we will pay the Beneficiary an amount based on the death benefit option you select once we have received Due Proof of the Insured’s death. The amount payable will be:

•the amount of the selected death benefit option, less

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•the value of any Policy Debt on the date of the Insured’s death, less

•any accrued and unpaid Policy charges.

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

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

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

The Policy has two death benefit options.

Option 1. The “Level Death” Option. Under this option, the death benefit is –

•the Policy’s Total Face Amount on the date of the Insured’s death less any partial withdrawals; or, if greater,

•the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

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

Option 2. The “Coverage Plus” Option. Under this option, the death benefit is –

•the sum of the Total Face Amount and Account Value of the Policy on the date of the Insured’s death less any partial withdrawals; or, if greater,

•the Account Value on the date of death multiplied by the applicable factor shown in the table set forth in your Policy.

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

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

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

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

A change in the death benefit option will not change the amount payable upon the death of the Insured on the date of change. Any change is subject to the following conditions:

•If the change is from option 1 to option 2, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount less the Account Value. Evidence of insurability may be required.

•If the change is from option 2 to option 1, the new Total Face Amount, at the time of the change, will equal the prior Total Face Amount plus the Account Value.

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

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

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

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

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

For purposes of the incontestability provision of your Policy, any decrease in Total Face Amount will be applied in the following order:

•first, to the most recent increase;

•second, to the next most recent increases, in reverse chronological order; and

•finally, to the initial Total Face Amount.

Surrenders and Withdrawals

Surrenders. You may surrender your Policy for its Cash Surrender Value at any time while the Insured is living. If you do, the insurance coverage and all other benefits under the Policy will terminate. To surrender your Policy, contact us at the address or telephone number shown on the first page of this prospectus. We will send you the paperwork necessary for you to Request the surrender of your Policy. The proceeds of a surrender will be payable within seven days of our receipt of the completed Request.

We will determine your Cash Surrender Value (minus any charges not previously deducted) as of the end of the first Valuation Date after we receive your Request for surrender.

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

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

A surrender may have tax consequences, including tax penalties. See “Federal Income Tax Considerations – Tax Treatment of Policy Benefits,” below.

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

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

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

A partial withdrawal may have tax consequences. See “Federal Income Tax Considerations – Tax Treatment of Policy Benefits,” below.

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Loans

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

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

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

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

We may increase the Policy loan interest rate but such increase must be at least one-half of one percent. No increase may be made if the Policy loan interest rate would exceed the maximum loan interest rate.

We will send you advance notice of any increase in the Policy loan rate.

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

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

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

Lapse and Reinstatement

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

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

The grace period will allow 61 days for the payment of Premium sufficient to keep the Policy in force. Any such Premium must be in an amount sufficient to cover deductions for the monthly risk charge, the service charge, the cost for any riders and any extra risk charge if the Insured is in a rated class for the next two Policy Months. Notice of Premium due will be mailed to your

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last known address or the last known address of any assignee of record at least 31 days before the date coverage under your Policy will cease. If the Premium due is not paid within the grace period, then the Policy and all rights to benefits will terminate without value at the end of the 61-day period. The Policy will continue to remain in force during this grace period. If the Death Benefit Proceeds become payable by us during the grace period, then any due and unpaid Policy charges will be deducted from the amount payable by us.

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

Reinstatement. Before the Insured’s death, we will reinstate your Policy, provided that the Policy has not been surrendered, and provided further that:

•you make your reinstatement Request within three years from the date of termination;

•you submit satisfactory Evidence of Insurability to us;

•you pay an amount equal to the Policy charges which were due and unpaid at the end of the grace period;

•you pay a Premium equal to four times the monthly deduction applicable on the date of reinstatement; and

•you repay or reinstate any Policy loan that was outstanding on the date coverage ceased, including interest at 6.00% per year compounded annually from the date coverage ceased to the date of reinstatement of your Policy.

A reinstated Policy’s Total Face Amount may not exceed the Total Face Amount at the time of termination. Your Account Value on the reinstatement date will reflect:

•the Account Value at the time of termination; plus

•net Premiums attributable to Premiums paid to reinstate the Policy; less

•the monthly expense charge; less

•the monthly cost of insurance charge applicable on the date of reinstatement; less

•the expense charge applied to Premium.

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

Deferral of Payment. We will usually pay any amount due from the Series Account within seven days after the Valuation Date following your Request giving rise to such payment or, in the case of death of the Insured, Due Proof of such death. Payment of any amount payable from the Series Account on death, surrender, partial withdrawal, or Policy loan may be postponed whenever:

•the NYSE is closed other than customary weekend and holiday closing, or trading on the NYSE is otherwise restricted;

•the SEC, by order, permits postponement for the protection of Owners; or

•an emergency exists as determined by the SEC, as a result of which disposal of securities is not reasonably practicable, or it is not reasonably practicable to determine the value of the assets of the Series Account.

Federal Income Tax Considerations

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

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

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Tax Status of the Policy

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

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

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

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

Tax Treatment of Policy Benefits

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

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

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

Depending on the circumstances, any of the following transactions may have federal income tax consequences:

•the exchange of a Policy for a life insurance, endowment or annuity contract;

•a change in the death benefit option;

•a Policy loan;

•a partial surrender;

•a complete surrender;

•a change in the ownership of a Policy;

•a change of the named Insured; or

•an assignment of a Policy.

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

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

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

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

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

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

Exchanges. Section 1035 of the Code provides that no gain or loss will be recognized on the exchange of one life insurance contract for another. Generally, a life insurance contract issued in an exchange for another life insurance contract is treated for purposes of qualification under section 7702 of the Code as a new issue as of the date of the exchange. A contract's status as a MEC cannot be changed as a result of an exchange. A MEC includes any life insurance contract that is received in exchange for a MEC.

Distributions

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

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

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

Distributions Under Modified Endowment Contracts. If treated as a MEC, your Policy will be subject to the following tax rules:

•First, partial withdrawals are treated as ordinary income subject to ordinary income tax up to the amount equal to the excess (if any) of your Account Value immediately before the distribution over the “investment in the contract” at the time of the distribution.

•Second, Policy loans and loans secured by a Policy are treated as partial withdrawals and taxed accordingly. Any past-due loan interest that is added to the amount of the loan is treated as a loan.

•Third, a ten percent additional penalty tax is imposed on that portion of any distribution (including distributions upon surrender), Policy loans, or loans secured by a Policy, that is included in income, except where the distribution or loan is made to a taxpayer that is a natural person, and:

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1.

is made when the taxpayer is age 59 1∕2 or older;

2.

is attributable to the taxpayer becoming disabled; or

3.

is part of a series of substantially equal periodic payments (not less frequently than annually) for the duration of the taxpayer’s life (or life expectancy) or for the duration of the longer of the taxpayer’s or the Beneficiary’s life (or life expectancies).

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

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

The IRS has issued Revenue Procedure 2018-20 providing a safe harbor concerning the application of Sections 7702 and 7702A to life insurance contracts that have mortality guarantees based on the 2001 CSO Table and which may continue in force after an insured attains age 100. If a contract satisfies all the requirements of Sections 7702 and 7702A using all of the Age 100 Safe Harbor Testing Method requirements set forth in Rev. Proc. 2018-20, the IRS will not challenge the qualification of that contract under Sections 7702 and 7702A. Rev. Proc. 2018-20 also states that “No adverse inference should be drawn with respect to the qualification of a contract as a life insurance contract under §7702, or its status as not a MEC under §7702A, merely by reason of a failure to satisfy all of the requirements of the Age 100 Safe Harbor.”

Federal Income Tax Withholding. We are required to withhold 10% on that portion of a Policy distribution that is taxable, unless you direct us in writing not to do so at or before the time of the Policy distribution. As the Owner you are responsible for the payment of any taxes and early distribution penalties that may be due on Policy distributions. We may be required to withhold at a rate of 30% under the Foreign Account Tax Compliance Act (“FATCA”) on certain distributions to foreign financial institutions and non-financial foreign entities holding accounts on behalf of and/or the assets of U.S. persons unless the foreign entities provide us with certain certifications regarding their status under FATCA on the applicable IRS forms. Prospective purchasers with accounts in foreign financial institutions or non-financial foreign entities are advised to consult with a competent tax advisor regarding the application of FATCA to their purchase situation.

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

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

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

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

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

Employer-Owned Life Insurance. Section 101(j) of the Code denies the tax-free treatment of death benefits payable under an employer-owned life insurance contract unless certain notice and consent requirements are met and either (1) certain rules relating to the insured employee’s status are satisfied or (2) certain rules relating to the payment of the “amount received under the contract” to, or for the benefit of, certain beneficiaries or successors of the insured employee are satisfied. The new rules apply to life insurance contracts owned by corporations (including S corporations), individual sole proprietors, estates and trusts and partnerships that are engaged in a trade or business. Any business contemplating the purchase of a Policy on the life of an employee should consult with its legal and tax advisers regarding the applicability of the new legislation to the proposed purchase.

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

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

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

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

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

Our Taxes. We are taxed as a life insurance company under part I of subchapter L of the Code. The operations of the Series Account are taxed as part of our operations. Investment income and realized capital gains are not taxed to the extent that they are applied under the Policies. As a result of the Tax Cuts and Jobs Act of 2017, we are generally required to capitalize and amortize certain Policy acquisition expenses over a fifteen year period rather than currently deducting such expenses. This so-called “deferred acquisition cost” tax (“DAC tax”) applies to the deferred acquisition expenses of a Policy and results in a significantly higher corporate income tax liability for Great-West. We reserve the right to adjust the amount of a charge to Premium to compensate us for these anticipated higher corporate income taxes.

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

Summary

•We do not make any guarantees about the Policy’s tax status.

•We believe the Policy will be treated as a life insurance contract under federal tax laws.

•Death benefits generally are not subject to federal income tax.

•Investment gains are normally not taxed unless distributed to you before the Insured dies.

•If you pay more Premiums than permitted under the seven-pay test, your Policy will be a MEC.

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•If your Policy becomes a MEC, partial withdrawals, Policy loans and surrenders may incur taxes and tax penalties.

Corporate Tax Shelter Requirements

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

Legal Proceedings

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

Legal Matters

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

The law firm of Carlton Fields, P.A., 1025 Thomas Jefferson St., N.W., Suite 400 West, Washington, D.C. 20007-5208, serves as special counsel to Great-West with regard to the federal securities laws.

Cyber Security Risks

Because our variable life insurance contract business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages and susceptible to operational and information security risks resulting from information system failures (e.g., hardware and software malfunctions), cyber-attacks, and similar incidents or events. These risks include, among other things, the theft, loss, misuse, corruption, and destruction of data maintained online or digitally, denial of service on our website and other operational disruption, unauthorized access to or release of confidential Owner information, and unintentional events and occurrences. Such system failures, cyber-attacks, and similar incidents or events affecting us, the Funds, intermediaries and other affiliated or third-party service providers or business partners may adversely affect us and your Policy value. For instance, system failures, cyber-attacks, and similar incidents or events may interfere with our processing of Policy transactions, including the processing of Transfer Requests from our website or with the Funds, impact our ability to calculate Unit Values, cause the release, loss, and possible destruction of confidential owner or business information, impede order processing, subject us and/or our service providers, intermediaries, and business partners to regulatory inquiries and proceedings (possibly resulting in fines and/or penalties), litigation, financial losses and other costs, and/or cause reputational damage. Cyber security risks may also impact the issuers of securities in which the Funds invest, which may cause the Funds underlying your Policy to lose value. The constant change in technologies and sophistication and activities of hackers and others continue to pose new and significant cyber security threats. While there can be no assurance that we or the Funds or our service providers or business partners will avoid these risks at all times or avoid losses affecting your Policy due to cyber-attacks, information security breaches, or similar incidents or events in the future, we take reasonable steps to mitigate these risks and secure our systems from such risks.

Abandoned Property Requirements

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

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Financial Statements

Great-West’s financial statements, which are included in the Statement of Additional Information (“SAI”), should be considered only as bearing on our ability to meet our obligations with respect to the death benefit and our assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Series Account.

Independent Registered Public Accounting Firm

The financial statements and financial highlights of each of the investment divisions of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company included in the Statement of Additional Information have been audited by Deloitte& Touche LLP, an independent registered public accounting firm, as stated in their report appearing in the Registration Statement. Such financial statements are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Independent Auditors

The statutory-basis financial statements of Great-West Life & Annuity Insurance Company included in the Statement of Additional Information included in the Registration Statement have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing therein, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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Appendix A – Glossary of Terms

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

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

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

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

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

Cash Surrender Value – is equal to:

(a)

 Account Value on the effective date of the surrender; less

(b)

 outstanding Policy loans and accrued loan interest, if any; less

(c)

 any monthly cost of insurance charges.

Corporate Headquarters – Great-West Life & Annuity Insurance Company, 8515 E. Orchard Road
Greenwood Village, Colorado 80111
Telephone: (303) 737-3000, or such other address as we may hereafter specify to you by written notice.

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

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

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

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

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

Fixed Account – A division of our General Account that provides a fixed interest rate. This account is not part of and does not depend on the investment performance of the Sub-Accounts. The Fixed Account is not an available option for Pre-2009 Policies.

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

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

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

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

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

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

Loan Account – All outstanding loans plus credited loan interest held in the General Account of the Company. The Loan Account is not part of the Series Account.

A-1

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

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

NYSE – New York Stock Exchange.

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

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

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

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

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

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

Pre-2009 Policy – A Policy issued before January 1, 2009. Owners of a Pre-2009 Policy may continue to make additional premium payments. For information about how the Pre-2009 Policy differs from the Policy that we offer until April 30, 2011, please see Appendix B.

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

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

SEC – The United States Securities and Exchange Commission.

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

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

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

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

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

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

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

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

A-2

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

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

A-3

Appendix B

Information About How a Pre-2009 Policy and Optional Term Insurance Rider (Issued Prior to January 1, 2009) Differs from the Policy and Optional Rider that We Issued until April 30, 2011

Prior to January 1, 2009, we issued and earlier version of this Policy (the “Pre-2009 Policy”). The Pre-2009 Policy is no longer offered for sale. However, many Pre-2009 Policies remain outstanding and most of the information in the prospectus is applicable. However, this Appendix B explains the differences between the Pre-2009 Policy from the description in the rest of the prospectus, which describes Policies we issued until April 30, 2011. If you own a Pre-2009 (issued prior to January 1, 2009), you should read this Appendix B for information as to your Pre-2009 Policy differs from the Policy described in the rest of the prospectus.

1.

 Different Cost of Insurance Charge Amounts

Certain information as to how we calculate the cost of insurance changes for the Policy we issued until April 30, 2011 is set forth under “Monthly Risk Rates” in this prospectus. That discussion applies to the Pre-2009 policy with one exception. References to the 2001 Commissioner’s Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table do not apply to the Pre-2009 Policy. Instead, these statements would refer to the 1980 Commissioner’s Standard Ordinary, Age Nearest Birthday, Male/Female, Smoker/Non-Smoker Ultimate Mortality Table.

The cost of insurance charges under the Pre-2009 Policy differ from those charged under the Policy issued on or after January 1, 2009 as provided in the tables below. Specifically, under the Pre-2009 Policy the minimum cost of insurance charge is $.08 per $1000 and under a Policy issued on or after January 1, 2009, the minimum cost of insurance charge is $.02 per $1000.

2.

 Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Pre-2009 Policy. The first table describes the fees and expenses that you will pay at the time that you buy the Pre-2009 Policy, surrender the Pre-2009 Policy, or Transfer cash value between investment options.

Transaction Fees 

Charge	When Charge is Deducted	Amount Deducted
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+

B-1

 

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

For the Pre-2009 Policy, if the Insured reached Attained Age 100 and the Policy is in force, the Account Value, less Policy Debt, will be applied as a single Premium to purchase “paid-up” insurance. This is different from the age disclosed in this prospectus.

4.

 Term Life Insurance Rider

For the Pre-2009 Policy, the rider is renewable annually until the Insured’s Attained Age 100. This is different from the age disclosed in the “Term Life Insurance Rider” section of this prospectus for the Policy that we issued until April 30, 2011. In addition, the cost of insurance charges under the Pre-2009 Policy Term Life Insurance Rider differ from those charged under the Term Life Insurance Rider issued on or after January 1, 2009 as provided in the table above. Specifically, under the Pre-2009 Policy Term Life Insurance Rider, the minimum cost of insurance charge is $.08 per $1000 and under a Term Life Insurance Rider issued on or after January 1, 2009, the minimum cost of insurance charge is $.02 per $1000.

5.

 Fixed Account

For the Pre-2009 Policy, the Fixed Account is not an available investment option.

6.

 Definition of Account Value

Because the Fixed Account is not an option for Pre-2009 Policies, the term of Account Value is defined as “the sum of the value of your interests in the Divisions and the Loan Account. This amount reflects: (1) the Premiums you pay; (2) the investment performance of the Divisions you select; (3) any Policy loans or partial withdrawals; (4) your Loan Account balance; and (5) the charges we deduct under

the Policy.”

B-2

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

Investment Company Act File No. 811-09201

B-3

COLI VUL-2 SERIES ACCOUNT

Flexible Premium Variable
Universal Life Insurance Policies

Issued by:

Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Greenwood Village, Colorado 80111

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a prospectus. It contains information in addition to the information in the prospectus for the Policy. The prospectus for the Policy, which we may amend from time to time, contains the basic information you should know before purchasing a Policy. This Statement of Additional Information should be read in conjunction with the prospectus, dated May 10, 2021, which is available without charge by contacting Great-West Life & Annuity Insurance Company at (888) 353-2654 or via e-mail at www.greatwest.com/executivebenefits.

May 10, 2021

i

TABLE OF CONTENTS 

	Page
General Information and History of Great-West and the Series Account
State Regulation
Underwriters
Underwriting Procedures
Illustrations
Financial Statements

ii

General Information and History of Great-West and the Series Account

Great-West Life & Annuity Insurance Company (“Great-West,” the “Company,” “we” or “us”) is a stock life insurance company that was originally organized under the laws of the state of Kansas as the National Interment Association. Our name was changed to Ranger National Life Insurance Company in 1963 and to Insuramerica Corporation in 1980 prior to changing to our current name in February 1982. In September 1990, we redomesticated under the laws of Colorado.

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

Great-West is a wholly owned subsidiary of GWL&A Financial, Inc., a Delaware holding company. GWL&A Financial, Inc. is an indirect wholly-owned subsidiary of Great-West Lifeco Inc., a Canadian holding company. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding company with substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada, a Canadian holding and management company. Through a group of private holding companies, The Desmarais Family Residuary Trust, which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, has voting control of Power Corporation of Canada.

On June3, 2019, Great-West entered into an indemnity reinsurance agreement (the “Agreement”) with Protective Life Insurance Company (“Protective”) to indemnifyand reinsure theobligations of Great-West under substantially all of its non-participating individual life insurance and annuity business and group life and health business, including this Policy.

Under the Agreement, as of October 5, 2020, Protective will provide administration and customer service for this Policy in accordance with the terms and conditions of the Policy. Great-West will continue its present role as the issuer of your Policy, and will remain responsible for the administration and customer service of the Policy. All of your rights and benefits under your Policy and Great-West’s obligations under the Policy remain unchanged.

We established the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company (the “Series Account”) in accordance with Colorado law on November 25, 1997. The Series Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940.

State Regulation

We are subject to the laws of Colorado governing life insurance companies and to regulation by Colorado’s Commissioner of Insurance, whose agents periodically conduct an examination of our financial condition and business operations. We are also subject to the insurance laws and regulations of all the jurisdictions in which we are authorized to do business.

We are required to file an annual statement with the insurance regulatory authority of those jurisdictions where we are authorized to do business relating to our business operations and financial condition as of December 31st of the preceding year.

Independent Registered Public Accounting Firm

Deloitte & Touche LLP, 1601 Wewatta Street, Suite 400, Denver, Colorado 80202, serves as the Series Account’s independent registered public accounting firm.

The financial statements and financial highlights of each of the investment divisions of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company included in this Statement of Additional Information have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing in the Registration Statement. Such financial statements are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Independent Auditors

The statutory-basis financial statements of Great-West Life & Annuity Insurance Company included in this Statement of Additional Information included in the Registration Statement have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein,and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Underwriters

Prior to October 5, 2020, the offering of the Policy was made on a continuous basis by GWFS Equities, Inc. (“GWFS Equities”), an indirect wholly owned subsidiary of Great-West, whose principal business address is 8515 East Orchard Road, Greenwood Village, Colorado 80111. GWFS Equities is registered with the SEC under the Securities Exchange Act of 1934 (“Exchange Act”) as a broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”).

1

Effective October 5, 2020, the offering of the Policy is made on a continuous basis by Investment Distributors, Inc. (“IDI”), a subsidiary of Protective Life Corporation (“PLC”), the parent of Protective. IDI is a Tennessee corporation and was established in 1993. IDI’s home office shares the same address as Protective Life at 2801 Highway 280 South, Birmingham, Alabama 35223. IDI is registered with the SEC under the Exchange Act as a broker-dealer and is a member firm of FINRA.

GWFS Equities and IDI have received no underwriting commissions in connection with this offeringin each of the last three fiscal years.

Licensed insurance agents will sell the Policy in those states where the Policy may be lawfully sold. Such agents will be registered representatives of broker-dealers registered under the Exchange Act, which are members of FINRA and which have entered into selling agreements with GWFS Equities and IDI. GWFS Equities also acts as the general distributor of certain annuity contracts issued by us. The maximum sales commission payable to our agents, independent registered insurance agents and other registered broker-dealers is 25% of Premium. In addition, asset-based trail commissions may be paid. A sales representative may be required to return all or a portion of the commissions paid if: (i) a Policy terminates prior to the second Policy Anniversary; or (ii) a Policy is surrendered for the Surrender Benefit within the first six Policy Years and applicable state insurance law permits a return of expense charge.

Underwriting Procedures

We will issue on a fully underwritten basis applicants up to 300% of our standard current mortality assumptions. We will issue on a simplified basis based on case characteristics, such as required Policy size, average age of group and the industry of the group using our standard mortality assumptions. We will issue on a guaranteed basis for larger groups based on case characteristics such as the size of the group, Policy size, average age of group, industry, and group location.

Illustrations

Upon Request, we will provide you an illustration of Cash Surrender Value, Account Value and death benefits. The first illustration you Request during a Policy Year will be provided to you free of charge. Thereafter, each additional illustration Requested during the same Policy Year will be provided to you for a nominal fee not to exceed $50.

Financial Statements

The financial statements of Great-West as contained herein should be considered only as bearing upon Great-West’s ability to meet its obligations under the Policies, and they should not be considered as bearing on the investment performance of the Series Account. The variable interest of Owners under the Policies are affected solely by the investment results of the Series Account. The financial statements of the Series Account are also included herein.

2

AUDITED FINANCIAL REPORT

Great-West Life & Annuity

Audited Annual Statutory Report

Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus as of December 31, 2020 and 2019 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, 2020 and Report of Independent Registered Public Accounting Firm

Index to Financial Statements, Notes, and Schedules

	Page   Number
Independent Auditors’ Report	3
Statutory Financial Statements at December 31, 2020, and 2019 and for the Years Ended December 31, 2020, 2019, and 2018
Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus	5
Statutory Statements of Operations	7
Statutory Statements of Changes in Capital and Surplus	8
Statutory Statements of Cash Flows	9
Notes to the Statutory Financial Statements	11
Note 1 - Organization and Significant Accounting Policies	11
Note 2 - Accounting Changes	24
Note 3 - Related Party Transactions	24
Note 4 - Summary of Invested Assets	27
Note 5 - Fair Value Measurements	37
Note 6 - Non-Admitted Assets	41
Note 7 - Premiums Deferred and Uncollected	42
Note 8 - Business Combination and Goodwill	42
Note 9 - Reinsurance	42
Note 10 - Aggregate Reserves	47
Note 11 - Liability for Unpaid Claims and Claim Adjustment Expenses	50
Note 12 - Commercial Paper	50
Note 13 - Separate Accounts	50
Note 14 - Capital and Surplus, Dividend Restrictions, and Other Matters	54
Note 15 - Federal Income Taxes	56
Note 16 - Employee Benefit Plans	61
Note 17 - Share-based Compensation	65
Note 18 - Participating Insurance	68
Note 19 - Concentrations	68
Note 20 - Commitments and Contingencies	68
Note 21 - Subsequent Events	70
Supplemental Schedules	71

2

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholder of

Great-West Life & Annuity Insurance Company

Greenwood Village, Colorado

We have audited the accompanying statutory-basis financial statements of Great-West Life & Annuity Insurance Company (the “Company”) (a wholly-owned subsidiary of GWL&A Financial Inc.), which comprise the statutory statements of admitted assets, liabilities, and capital and surplus as of December 31, 2020 and 2019, and the 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, 2020, and the related notes to the statutory-basis financial statements.

Management’s Responsibility for the Statutory-Basis Financial Statements

Management is responsible for the preparation and fair presentation of these statutory-basis financial statements in accordance with the accounting practices prescribed or permitted by the Colorado Division of Insurance. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these statutory-basis financial statements based on our audits. We conducted our audits 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-basis financial statements are free from material misstatement.

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

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

Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America

As described in Note 1 to the statutory-basis financial statements, the statutory-basis 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-basis financial statements of the variances between the statutory-basis of accounting described in Note 1 to the statutory-basis financial statements and accounting

3

principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

Adverse Opinion on Accounting Principles Generally Accepted in the United States of America

In our opinion, because of the significance of the matter described in the Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America paragraph, the statutory-basis financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of Great-West Life & Annuity Insurance Company as of December 31, 2020 and 2019, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2020.

Opinion on Statutory Basis of Accounting

In our opinion, the statutory-basis financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, and capital and surplus of Great-West Life & Annuity Insurance Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years ended December 31, 2020, in accordance with accounting practices prescribed or permitted by the Colorado Division of Insurance, as described in Note 1 to the statutory-basis financial statements.

Emphasis of Matter

The Company engages in various related-party transaction with affiliates under common control as discussed in Note 1 to the statutory financial statements. The accompanying statutory financial statements are not necessarily indicative of the conditions that would have existed or the results of operations that would prevail if the Company had been operated as an unaffiliated company. Our opinion is not modified with respect to this matter.

Report on Supplemental Schedules

Our 2020 audit was conducted for the purpose of forming an opinion on the 2020 statutory-basis financial statements as a whole. The supplemental schedule of investment risk interrogatories, the supplemental summary investment schedule, the supplemental schedule of selected financial data, and the supplemental schedule regarding reinsurance contracts with risk-limiting features as of and for the year ended December 31, 2020 are presented for purposes of additional analysis and are not a required part of the 2020 statutory-basis financial statements. These schedules are the responsibility of the Company’s management and were derived from and relate directly to the underlying accounting and other records used to prepare the statutory-basis financial statements. Such schedules have been subjected to the auditing procedures applied in our audit of the 2020 statutory-basis financial statements and certain additional procedures, including comparing and reconciling such schedules directly to the underlying accounting and other records used to prepare the statutory-basis financial statements or to the statutory-basis financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, such schedules are fairly stated in all material respects in relation to the 2020 statutory-basis financial statements as a whole.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

April 1, 2021

We have served as the Company’s auditor since 1981

4

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus

December 31, 2020 and 2019

(In Thousands, Except Share Amounts)

	December 31,
	2020		2019
Admitted assets:
Cash and invested assets:
Bonds	$	25,712,083	$	13,803,525
Preferred stock		119,687		—
Common stock		223,883		144,888
Mortgage loans (net of allowances of $745 and $745)		4,123,666		2,692,690
Real estate occupied by the company		41,951		43,283
Real estate held for the production of income		1,825		1,365
Contract loans		3,874,206		3,995,291
Cash, cash equivalents and short-term investments		3,470,914		818,328
Securities lending collateral assets		206,811		303,282
Other invested assets		750,477		402,891
Total cash and invested assets		38,525,503		22,205,543
Investment income due and accrued		267,276		192,278
Premiums deferred and uncollected		16,256		15,199
Reinsurance recoverable		80,249		37,806
Funds held or deposited with reinsured companies		6,760,741		—
Current federal income taxes recoverable		70,655		44,457
Deferred income taxes		125,959		97,203
Due from parent, subsidiaries and affiliates		94,584		63,595
Other assets		669,038		490,832
Assets from separate accounts		28,455,204		25,634,438
Total admitted assets	$	75,065,465	$	48,781,351

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, 2020 and 2019

(In Thousands, Except Share Amounts)

	December 31,
	2020			2019
Liabilities, capital and surplus:
Liabilities:
Aggregate reserves for life policies and contracts	$	36,087,118		$	19,638,498
Liability for deposit-type contracts		5,215,962			60,296
Life and accident and health policy and contract claims		65,785			44,258
Provision for policyholders’ dividends		18,324			24,111
Liability for premiums received in advance		2			2
Unearned investment income		121			59
Asset valuation reserve		202,003			194,032
Interest maintenance reserve		678,773			(2,006	)
Due to parent, subsidiaries and affiliates		16,578			77,613
Commercial paper		98,983			99,900
Payable under securities lending agreements		206,811			303,282
Other liabilities		1,858,504			1,265,123
Liabilities from separate accounts		28,455,194			25,634,428
Total liabilities		72,904,158			47,339,596
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; 16,859,018 shares issued and outstanding		16,859			7,320
Surplus notes		921,980			395,811
Gross paid in and contributed surplus		3,782,019			714,300
Unassigned funds		(2,559,551	)		324,324
Total capital and surplus		2,161,307			1,441,755
Total liabilities, capital and surplus	$	75,065,465		$	48,781,351

See notes to statutory financial statements. Concluded

6

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Statutory Statements of Operations

Years Ended December 31, 2020, 2019 and 2018

(In Thousands)

	Year Ended December 31,
	2020			2019			2018
Income:
Premium income and annuity consideration	$	12,831,872		$	(5,366,421	)	$	7,592,609
Net investment income		948,344			1,099,451			1,307,387
Amortization of interest maintenance reserve		39,141			8,280			24,863
Commission and expense allowances on reinsurance ceded		172,698			265,105			5,211
Fee income from separate accounts		62,302			101,629			160,573
Reserve adjustment on reinsurance ceded		7,157,573			(592,883	)		(1,975,763	)
Miscellaneous income		41,467			267,637			250,272
Total income		21,253,397			(4,217,202	)		7,365,152
Expenses:
Death benefits		92,253			204,509			380,057
Annuity benefits		95,252			155,286			228,530
Disability benefits and benefits under accident and health policies		76			17,762			41,719
Surrender benefits		3,842,313			4,403,521			5,895,938
Increase (decrease) in aggregate reserves for life and accident and health policies and contracts		16,448,620			(8,139,385	)		917,510
Other benefits		8,722			6,208			10,528
Total benefits		20,487,236			(3,352,099	)		7,474,282
Commissions		2,222,528			162,942			196,489
Other insurance expenses		371,028			496,310			488,250
Net transfers from separate accounts		(809,028	)		(1,328,143	)		(1,112,465	)
Interest maintenance reserve reinsurance activity		661,450			(512,033	)		—
Total benefit and expenses		22,933,214			(4,533,023	)		7,046,556
Net (loss) gain from operations before dividends to policyholders, federal income taxes and realized capital gains (losses)		(1,679,817	)		315,821			318,596
Dividends to policyholders		18,497			23,461			31,276
Net (loss) gain from operations after dividends to policyholders and before federal income taxes and net realized capital gains (losses)		(1,698,314	)		292,360			287,320
Federal income tax (benefit) expense		(20,260	)		(98,467	)		(17,604	)
Net (loss) gain from operations before net realized capital gains (losses)		(1,678,054	)		390,827			304,924
Net realized capital (losses) gains less capital gains tax and transfers to interest maintenance reserve		(16,958	)		(8,022	)		10,576
Net (loss) income	$	(1,695,012	)	$	382,805		$	315,500

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, 2020, 2019 and 2018

(In Thousands)

	Year Ended December 31,
	2020			2019			2018
Capital and surplus, beginning of year	$	1,441,755		$	1,326,919		$	1,129,509
Net (loss) income		(1,695,012	)		382,805			315,500
Dividends to stockholder		(357,752	)		(639,801	)		(152,295	)
Change in net unrealized capital (losses) gains, net of income taxes		(288,936	)		57,398			(11,491	)
Change in minimum pension liability, net of income taxes		(1,589	)		(4,209	)		3,824
Change in asset valuation reserve		(7,971	)		10,360			(846	)
Change in non-admitted assets		(708,501	)		92,424			28,921
Change in net deferred income taxes		256,714			(129,400	)		(40,732	)
Capital paid-in		9,539			—			—
Surplus paid-in		3,067,719			4,029			4,093
Change in surplus as a result of reinsurance		(83,521	)		537,566			—
Change in capital and surplus as a result of separate accounts		—			(428	)		(208	)
Change in unrealized foreign exchange capital gains (losses)		2,693			(20	)		(1,125	)
Change in surplus notes		526,169			(195,888	)		51,769
Net change in capital and surplus for the year		719,552			114,836			197,410
Capital and surplus, end of year	$	2,161,307		$	1,441,755		$	1,326,919

See notes to statutory financial statements.

8

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Statutory Statements of Cash Flows

Years Ended December 31, 2020, 2019 and 2018

(In Thousands)

	Year Ended December 31,
	2020			2019			2018
Operating activities:
Premium income, net of reinsurance	$	6,588,902		$	3,654,066		$	5,352,630
Investment income received, net of investment expenses paid		809,931			962,732			1,136,338
Other miscellaneous income received		59,348			577,059			160,008
Benefit and loss related payments, net of reinsurance		(3,803,044	)		(4,542,350	)		(6,417,233	)
Net transfers from separate accounts		816,837			1,375,094			1,097,423
Commissions, other expenses and taxes paid		(2,758,668	)		(526,161	)		(644,838	)
Dividends paid to policyholders		(24,228	)		(30,537	)		(38,959	)
Federal income taxes (paid) received, net		(18,530	)		5,267			(38,241	)
Net cash provided by operating activities		1,670,548			1,475,170			607,128
Investing activities:
Proceeds from investments sold, matured or repaid:
Bonds		2,794,468			2,430,562			3,351,579
Stocks		53			19,187			3,704
Mortgage loans		295,116			343,441			357,545
Other invested assets		38,065			19,597			25,233
Net gains on cash, cash equivalents and short-term investments		83			5			—
Miscellaneous proceeds		544,448			24,100			22,212
Cost of investments acquired:
Bonds		(6,396,829	)		(2,770,357	)		(3,398,701	)
Stocks		(221,630	)		(3,585	)		(38,742	)
Mortgage loans		(89,330	)		(114,542	)		(697,245	)
Real estate		(2,724	)		(9,052	)		(4,319	)
Other invested assets		(905,616	)		(46,617	)		(36,870	)
Miscellaneous applications		(274,834	)		—			(39,654	)
Net change in contract loans and premium notes		127,912			(3,120	)		(1,355	)
Net cash used in investing activities		(4,090,818	)		(110,381	)		(456,613	)
Financing and miscellaneous activities:
Surplus notes		527,500			(195,000	)		51,410
Capital and paid in surplus		3,076,665			3,130			3,325
Deposit-type contracts, net		1,963,991			(5,399	)		(18,908	)
Dividends to stockholder		(357,752	)		(639,801	)		(152,295	)
Funds (repaid) borrowed, net		(916	)		1,041			(1,027	)
Other		(136,621	)		60,135			(45,670	)
Net cash provided by (used in) financing and miscellaneous activities		5,072,867			(775,894	)		(163,165	)
Net increase (decrease) in cash, cash equivalents and short-term investments and restricted cash		2,652,597			588,895			(12,650	)
Cash, cash equivalents and short-term investments and restricted cash:
Beginning of year		818,329			229,434			242,084
End of year	$	3,470,926		$	818,329		$	229,434

The cash, cash equivalents and short-term investments and restricted cash balance includes $12 and $1 of restricted cash as of December 31, 2020 and 2019, respectively, which is non-admitted and not included in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.

9

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Statutory Statements of Cash Flows

Years Ended December 31, 2020, 2019 and 2018

(In Thousands)

	Year Ended December 31,
	2020		2019		2018
Non-cash investing and financing transactions during the year:
Share-based compensation expense	$	593	$	899	$	768
Fair value of assets acquired in settlement of bonds		—		—		28,815

In 2020, non-cash transfers of $9,848 million of assets and liabilities occurred as a part of the MassMutual transaction. In 2019, non-cash transfers of $8,938 million of assets and liabilities occurred as a part of the Protective transaction. Refer to Note 9 for further information on the MassMutual and Protective transactions.

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 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.

Effective December 31, 2020, the Company completed the acquisition, via indemnity reinsurance (“the MassMutual transaction”), of the retirement services business of Massachusetts Mutual Life Insurance Company (“MassMutual”). The Company has now assumed the economics and risks associated with the reinsurance business. Per the transaction agreement, the Company acquired statutory assets equal to liabilities. The business assumed is primarily group annuities. See Note 9 for further discussion of the MassMutual transaction.

Effective June 1, 2019, the Company completed the sale, via indemnity reinsurance (the “Protective transaction”), of substantially all of its individual life insurance and annuity business to Protective Life Insurance Company (“Protective”) who now assumes the economics and risks associated with the reinsured business. Per the transaction agreement, the Company transferred statutory assets equal to liabilities. The business transferred included bank-owned and corporate-owned life insurance, single premium life insurance, individual annuities as well as closed block life insurance and annuities. The Company retained a block of life insurance, predominantly participating policies which are now administered by Protective, as well as a closed reinsurance acquired block. Post-transaction, the Company focuses on the defined contribution retirement and asset management markets. See Note 9 for further discussion of the Protective transaction.

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 Company’s statutory financial statements as compared to NAIC SAP or the Division’s 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:

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

• 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.

• Redeemable preferred stocks are carried at statutory carrying value in accordance with the NAIC designation of the security. Carrying value is amortized cost, unless the redeemable preferred stock is designated a four to six, in which case it is reported at the lower of amortized cost or fair value. Under GAAP, redeemable preferred stocks 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 remaining maturities, at the time of acquisition, 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 generally 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.

• 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

12

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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. If the assets to be repurchased are the same, or substantially the same, as the assets transferred, the transactions are accounted for as secured borrowings. Transactions that do not meet the secured borrowing requirements are accounted for as bond purchases and sales. 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 Company’s 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, 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.

• For statutory accounting, business combinations must either create a parent-subsidiary relationship (statutory purchase) or there must be an exchange of equity with one surviving entity (statutory merger). Under GAAP, an integrated set of activities and assets that are capable of being conducted and managed for the purpose of providing economic benefits to its investors can meet the definition of a business. As such, under GAAP, certain reinsurance agreements could be accounted for as a business acquisition.

• For statutory purchases, the excess of the cost of acquiring an entity over the Company’s 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. For statutory mergers, no acquisition is recognized because it

13

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

is accomplished without exchanging resources. As such, the recorded assets, liabilities, and surplus of the acquired company (adjusted to conform to statutory accounting principles) will be carried forward into the combined company. Under GAAP in a business combination, 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.

• Surplus notes are reflected as a component of capital and surplus, whereas under GAAP they are reflected as a liability.

• The policyholder’s 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.

• For statutory accounting purposes, policy and contract liabilities ceded to reinsurers are reported as reductions of the related reserves. Losses generated in certain reinsurance transaction are recognized immediately in income, with gains reported as a separate component of surplus and amortized over the remaining life of the business. As prescribed by the Department, ceded reserves are limited to the amount of direct reserves. Under GAAP, ceded future policy benefits and contract owner liabilities are reported as reinsurance recoverables. Only those reinsurance recoverable balances deemed probable of recovery are reflected as assets on the balance sheet and are stated net of allowance for uncollectible reinsurance, which are charged to earnings. Cost of reinsurance (i.e. the net cash flows which include reinsurance premiums, ceding commissions, etc.) are deferred and amortized over the remaining life of the business.

The preparation of financial statements in conformity with statutory accounting principles requires the Company’s 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 and

14

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

derivatives in the absence of quoted market values, impairment of investments and derivatives, valuation of policy benefit liabilities and the valuation of deferred tax assets. Actual results could differ from those estimates.

Impact of COVID-19 on significant judgments, estimates and assumptions

Beginning in January 2020, the outbreak of a virus known as COVID-19 and ensuing global pandemic have resulted in travel and border restrictions, quarantines, supply chain disruptions, lower consumer demand and significant market uncertainty. In the first quarter of 2020, global financial markets experienced material and rapid declines and significant volatility; however, following March 31, 2020, the markets have experienced recoveries. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 pandemic continues to be unknown at this time, as is the efficacy of the government and central bank interventions. The results of the Company reflect management’s judgments regarding the impact of prevailing market conditions.

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, except make-whole call provisions, are amortized to the call or maturity value/date which produces the lowest asset value. Make-whole call provisions, which allow the bond to be called at any time, are not considered in determining the timeframe for amortizing the premium or discount unless the Company has information indicating the issuer is expected to invoke the make-whole call provision.

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.

15

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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

• Performing - generally indicates the loan has standard market risk and is within its original underwriting guidelines.

• Non-performing - generally indicates there is a potential for loss due to the deterioration of financial/monetary default indicators or potential foreclosure. Due to the potential for loss, these loans are evaluated for impairment.

The adequacy of the Company’s 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. Management’s 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 borrower’s ability to repay, the fair value of the underlying collateral, composition of the loan portfolio, current economic conditions, loss experience and other relevant factors. Loans included in the non-performing category and other loans with certain substandard credit quality indicators are individually reviewed to determine if a specific impairment is required. Risk is mitigated 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.

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.

Additionally, the Company considers the temporary relief granted by the Statutory Accounting Principles Working Group (“SAPWG”) in response to the Coronavirus, Aid, Relief, and Economic Security Act (the “CARES Act”). The relief gives temporary statutory exception for impairment assessment on bank loans, mortgage loans and investment products with underlying mortgage loans due to situations as a result of COVID-19 including the forbearance or modification of mortgage loan payments. SAPWG also granted practical expedients in determining whether a modification is a concession (insignificant) or if it is a TDR. The provisions of these guidance are applicable through the earlier of January 1, 2022, or 60 days after the date on which the national emergency concerning COVID–19 terminates.

• Real estate properties held for the production of income are valued at depreciated cost less encumbrances. 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,

16

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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. 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 entity’s operations.

• Redeemable preferred stocks are carried at statutory carrying value in accordance with the NAIC designation of the security. Carrying value is amortized cost, unless the redeemable preferred stock is designated a four to six, in which case it is reported at the lower of amortized cost or fair value.

• Common stocks, other than stocks of subsidiaries and stocks of the Federal Home Loan Bank (“FHLB”), are recorded at fair value based on the most recent closing price of the common stock as quoted on its exchange. Common stocks of the FHLB are reported at cost. 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.

Investments in subsidiaries are carried on the equity basis with unrealized changes in value recorded in surplus and dividends received recorded in investment income.

• 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 funds 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 Company’s 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 repledged 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. If the assets to be repurchased are the same, or substantially the same, as the assets transferred, the transactions are accounted for as secured borrowings. Transactions that do not meet the secured borrowing requirements are accounted for as bond purchases and sales. Proceeds of the sale are reinvested in other securities and may enhance the current yield and total return. The difference between the sales price and the future repurchase price is recorded as an adjustment to net investment income. During the period between the sale and repurchase, the Company will not be entitled to receive interest and principal payments on the securities sold. Losses may arise from changes in the value of the securities or if the counterparty enters bankruptcy proceedings or becomes insolvent. In such cases, the Company’s right to

17

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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 money market funds or 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. Collateral that cannot be sold or repledged is excluded from the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.

• Surplus notes, which are recorded in other invested assets, are carried at statutory carrying value in accordance with the NAIC designation of the security. Carrying value is amortized cost, unless the surplus note is designated a NAIC three to six, in which case it is reported at the lower of amortized cost or fair value.

• The Company’s 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 management’s 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.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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.

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 Company’s 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 Company’s assets and liabilities have been categorized based upon the following fair value hierarchy:

• Level 1 inputs which are utilized for general and 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 general 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

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

and quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

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

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.

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

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

In some instances, securities are priced using external broker quotes. In most cases, when broker quotes are used as pricing inputs, more than one broker quote is obtained. External broker quotes are reviewed internally by comparing the quotes to similar securities in the public market and/or to vendor pricing, if available. Additionally, external broker quotes are compared to market reported trade activity to ascertain whether the price is reasonable, reflective of the current market prices, and takes into account the characteristics of the Company’s securities.

Derivative financial instruments

The Company enters into derivative transactions which include the use of interest rate swaps, interest rate swaptions, cross-currency swaps, 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 Company’s over-the-counter (“OTC”) derivatives are cleared and settled through a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.

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

20

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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 Company’s guaranteed lifetime withdrawal benefit (“GLWB”) liability, (b) hedge the economic effect of a large increase in interest rates on the Company’s general account life insurance, group pension liabilities and certain separate account life insurance liabilities, (c) hedge the economic risks of other transactions such as future asset acquisitions or dispositions, the timing of liability pricing, currency risks on non-U.S. dollar denominated assets, and (d) convert floating rate assets or debt obligations to fixed rate assets or debt obligations for asset/liability management purposes.

The Company controls the credit risk of its derivative contracts through credit approvals, limits, monitoring procedures and in many cases, requiring collateral. The Company’s exposure is limited to the portion of the fair value of derivative instruments that exceeds the value of the collateral held and not to the notional or contractual amounts of the derivatives.

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. Securities pledged to the Company generally consist of U.S. government or U.S. government agency securities and are not recorded on the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus.

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.

Funds held or deposited with reinsured companies

Funds held by reinsurers are receivables from ceding entities. Interest earned on the funds withheld receivable are included as a component of aggregate write-ins for miscellaneous income.

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 Company’s 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, 2020, 2019 and 2018.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Reinsurance

Reinsurance premiums, commissions, expense reimbursements, and reserves related to reinsured business are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Reserves are based on the terms of the reinsurance contracts and are consistent with the risks assumed. Life contract premiums and benefits ceded to other companies have been reported as a reduction of the premium revenue and benefit expense. Life contract premiums and benefits assumed from other companies have been reported as an increase in premium revenue and benefit expense. Invested assets and reserved ceded or assumed on deposit type contracts are accounted for using deposit accounting. The Company establishes a receivable for amounts due from reinsurers for claims paid and other amounts recoverable under the terms of the reinsurance contract.

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, 2020, the investments underlying variable life insurance policies utilize various fund structures, with underlying investment characteristics of 23% equity, 42% fixed income, 32% cash and short terms, and 3% other. At December 31, 2019, the investments underlying variable life insurance policies utilize various fund structures, with underlying investment characteristics of 9% equity, 34% fixed income, and 57% cash and short terms.

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.

Policy reserves for life insurance are valued in accordance with the provision of applicable statutory regulations. Life insurance reserves are determined principally using the Commissioner’s 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 Company’s 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.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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 Statement 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 Company’s 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.

23

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

2. Accounting Changes

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 adopted this standard on January 1, 2020, which did not have a material effect on the Company’s financial statements.

In 2020, SAPWG adopted a revised SSAP 32R, Preferred Stock, and a corresponding Issue Paper No. 164, Preferred Stock. The revised SSAP improves the definition of preferred stock, revises the measurement guidance based on the type and terms of preferred stock held, and clarifies the impairment and dividend recognition guidance. The standard was adopted with an effective date of January 1, 2021 with early adoption permitted. The Company early adopted this revision and the adoption of this standard did not have a material effect on the Company’s financial statements.

3. Related Party Transactions

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.

On January 1, 2020, the Company and its subsidiaries implemented an organizational change to simplify its corporate structure and affiliated transactions. The transaction included the following changes impacting the Company:

• Substantially all employees of GWL&A and its other subsidiaries were transferred to the Empower.

• Empower assumed all recordkeeping related revenues either by direct assignment of contracts or through a transition services agreement between Empower, GWL&A, and GWL&A’s subsidiaries.

• Substantially all vendor contracts were assigned to Empower.

• Empower entered into an administrative services agreement whereby it provides corporate and other shared services to GWL&A and its affiliates and is reimbursed for expenses incurred.

• Empower acquired assets and assumed liabilities from GWL&A and GWL&A’s subsidiaries including furniture, equipment, and software, deferred contract costs, certain other current assets including prepaid assets, and certain other liabilities including employee-related benefit and payroll liabilities and GWL&A’s post-retirement medical plan. The assets acquired and liabilities assumed by Empower were settled in cash based on their value under International Financial Reporting Standards (“IFRS”). Any differences between the value of the assets and liabilities on an IFRS basis and a Statutory basis were settled by dividends or capital contributions between entities.

24

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

		Year Ended December 31,									Financial
Description	Related party	2020			2019			2018			statement line
Provides corporate support service	Insurance affiliates: Great-West Life & Annuity Insurance Company of New York (“GWL&A NY”)(1),The Canada Life Assurance Company (“CLAC”)(2) and Great-West Life Assurance Company (“Great-West Life”)(2)	$	(14,626	)	$	(23,958	)	$	(15,522	)		Other insurance benefits and expenses
	Non-insurance affiliates: Empower(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) and MAM Holding Inc. (2)		—			(151,179	)		(142,424	)
	Total		(14,626	)		(175,137	)		(157,946	)
Receives corporate support services	Non-insurance affiliate: Empower(1)		332,652			—			—			Other insurance benefits and expenses
Provides recordkeeping fees under temporary service agreement for recordkeeping agreements not yet transferred to Empower	Non-insurance affiliate: Empower(1)		(194,795	)		—			—			Fee income
Receives commissions under temporary service agreement for recordkeeping agreements not yet transferred to Empower	Non-insurance and insurance affiliates: Empower(1), GWL&A NY (1)		(77,139	)		—			—			Commissions
Provides marketing, distribution and administrative services to certain underlying funds and/or mutual funds	Non-insurance affiliate: GWFS(1)		7,101			172,702			198,976			Other income
Provides record-keeping services	Non-insurance affiliates: GWTC(1)		—			45,101			38,200			Other income
	Non-insurance related party: Great-West Funds(4)		20,506			61,194			65,281
	Total		20,506			106,295			103,481
Receives record-keeping services	Insurance affiliate: GWL&A NY(1)		(1,460	)		(2,328	)		(2,551	)		Other income
	Non-insurance affiliates: Empower(1)and GWTC(1)		(15,339	)		(388,302	)		(342,803	)
	Total		(16,799	)		(390,630	)		(345,354	)
Receives custodial services	Non-insurance affiliate: GWTC(1)		—			(13,526	)		(12,410	)		Other income
Receives reimbursement from tax sharing indemnification related to state and local tax liabilities	Non-insurance affiliate: Putnam Investments LLC (“Putnam”) (3)		16,282			9,733			9,140			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.

⁽⁴⁾ An open-end management investment company, a related party of GWL&A

25

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The Company’s separate accounts invest in shares of Great-West Funds, Inc. and Putnam Funds, which are affiliates of the Company and shares of other non-affiliated mutual funds and government and corporate bonds. The Company’s separate accounts include mutual funds or other investment options that purchase guaranteed interest annuity contracts issued by the Company. During the years ended December 31, 2020, 2019 and 2018, these purchases totaled $330,974, $224,708 and $169,857 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 $249,802 and $288,076 at December 31, 2020 and 2019, respectively, which is also included in the assets and liabilities of the general account at those dates.

During June of 2018, the Company invested $35,000 to fund the initial creation of five mutual funds offered by its subsidiary, GWCM. When the funds met certain targets for customer investment, the Company began redeeming its interests. The remaining investments were $17,679 and $15,546 at December 31, 2020 and 2019, respectively.

The following table summarizes amounts due from parent and affiliates:

			December 31,
Related party	Indebtedness	Due date	2020		2019
Empower(1)	On account	On demand	$	46,104	$	—
GWFS(1)	On account	On demand		34,743		34,625
CLAC(2)	On account	On demand		—		11,630
GWTC(1)	On account	On demand		290		7,807
AAG(1)	On account	On demand		—		5,141
GWCM(1)	On account	On demand		—		1,610
GWL&A NY(1)	On account	On demand		214		1,470
Great-West RPS(1)	On account	On demand		3		700
Great-West South Carolina (“GWSC”)(1)	On account	On demand		7,351		509
Putnam(3)	On account	On demand		4,951		103
Other related party receivables	On account	On demand		928		—
Total			$	94,584	$	63,595
(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	2020		2019
Empower(1)	On account	On demand	$	—	$	76,024
CLAC(2)	On account	On demand		683		917
Personal Capital Corporation(1)	On account	On demand		15,473		—
Other related party payables	On account	On demand		422		672
Total			$	16,578	$	77,613

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

⁽²⁾ An indirect wholly-owned subsidiary of Lifeco

Included in current federal income taxes recoverable at December 31, 2020 and 2019 is $73,029 and $45,900, respectively, of income tax receivable from Lifeco U.S. related to the consolidated income tax return filed by Lifeco U.S.

26

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The Company received/(paid) cash payments of $12,506, $2,727 and ($42,577) from its subsidiary, GWSC, in 2020, 2019 and 2018 respectively, under the terms of its tax sharing agreement. The amount paid in 2018 is for the utilization of GWSC’s operating loss carryforward amounts which were fully utilized as of that year. Additionally, during the years ended December 31, 2020, 2019 and 2018, the Company received interest income of $1,661, $2,085 and $2,527 respectively, from GWSC relating to the tax sharing agreement.

During the year ended December 31, 2020, the Company received dividends and return of capital of $142,500 and $7,000, respectively, from its subsidiaries, the largest being $61,000 from AAG. During the year ended December 31, 2019, the Company received dividends and return of capital of $108,803 and $12,497, respectively, from its subsidiaries, the largest being $40,000 from Empower. 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 years ended December 31, 2020 and 2019, the Company paid cash dividends to GWL&A Financial in the amounts of $357,752 and $639,801 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.

4. Summary of Invested Assets

Investments in bonds consist of the following:

	December 31, 2020
	Book/adjusted     carrying value		Gross unrealized gains		Gross unrealized losses		Fair value
U.S. government	$	159,577	$	1,744	$	226	$	161,095
All other governments		11,113		—		—		11,113
U.S. states, territories and possessions		654,122		97,055		—		751,177
Political subdivisions of states and territories		378,996		23,006		—		402,002
Industrial and miscellaneous		18,019,556		916,950		13,489		18,923,017
Parent, subsidiaries and affiliates		6,433		—		—		6,433
Hybrid securities		151,305		1,800		9,372		143,733
Loan-backed and structured securities		6,330,981		156,801		12,050		6,475,732
Total bonds	$	25,712,083	$	1,197,356	$	35,137	$	26,874,302
	December 31, 2019
	Book/adjusted carrying value		Gross unrealized gains		Gross unrealized losses		Fair value
U.S. government	$	11,076	$	1,446	$	—	$	12,522
U.S. states, territories and possessions		656,713		85,867		—		742,580
Political subdivisions of states and territories		204,355		18,098		—		222,453
Industrial and miscellaneous		8,024,719		453,056		2,842		8,474,933
Parent, subsidiaries and affiliates		10,810		—		—		10,810
Hybrid securities		165,032		147		14,831		150,348
Loan-backed and structured securities		4,730,820		77,213		11,915		4,796,118
Total bonds	$	13,803,525	$	635,827	$	29,588	$	14,409,764

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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, 2020
	Book/adjusted     carrying value		Fair value
Due in one year or less	$	1,359,756	$	1,374,606
Due after one year through five years		6,086,988		6,430,238
Due after five years through ten years		8,531,983		8,990,876
Due after ten years		4,257,648		4,458,122
Loan-backed and structured securities		6,330,981		6,475,732
Total bonds	$	26,567,356	$	27,729,574

Loan-backed and structured securities include those issued by U.S. government and U.S. agencies.

The following table summarizes information regarding the sales of securities:

	Years ended December 31,
	2020		2019                           2018
Consideration from sales	$	15,627,075	$	18,741,779	$	12,788,008
Gross realized gains from sales		81,504		511,103		32,672
Gross realized losses from sales		7,045		46,129		30,960

At December 31, 2019, consideration from sales include securities transferred to Protective as part of the Protective transaction (see Note 9 for additional information).

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, 2020
	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	$	149,402	$	226	$	—	$	—	$	149,402	$	226
Industrial and miscellaneous		1,216,567		13,291		246,659		12,808		1,463,226		26,099
Hybrid securities		23,981		1,199		77,882		8,173		101,863		9,372
Loan-backed and structured securities		672,983		7,412		314,125		6,800		987,108		14,212
Total bonds	$	2,062,933	$	22,128	$	638,666	$	27,781	$	2,701,599	$	49,909
Total number of securities in an unrealized loss position				168				47				215

28

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

	December 31, 2019
	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
Industrial and miscellaneous		435,115		2,113		620,988		36,363		1,056,103		38,476
Hybrid securities		12,402		93		116,868		14,739		129,270		14,832
Loan-backed and structured securities		745,246		4,367		585,239		9,796		1,330,485		14,163
Total bonds	$	1,192,763	$	6,573	$	1,323,095	$	60,898	$	2,515,858	$	67,471
Total number of securities in an unrealized loss position				95				102				197

Bonds - Total unrealized losses and OTTI decreased by $17,562, or 26%, from December 31, 2019 to December 31, 2020. The decrease in unrealized losses was in industrial and miscellaneous as well as hybrid securities, and was primarily driven by higher valuations as a result of lower interest rates at December 31, 2020 compared to December 31, 2019. This decrease was offset by increases in the less than twelve month category of all asset categories, and reflects an increase in interest rates during fourth quarter of 2020 resulting in lower valuations of these bonds.

Total unrealized losses greater than twelve months decreased by $33,117 from December 31, 2019 to December 31, 2020. Industrial and miscellaneous account for 46%, or $12,808 of the unrealized losses and OTTI greater than twelve months at December 31, 2020. 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.

Loan-backed and structured securities account for 24%, or $6,800, of the unrealized losses and OTTI greater than twelve months at December 31, 2020. Of the $6,800 of unrealized losses and OTTI over twelve months on loan-backed and structured securities, 94% or $6,412 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 16% and 21% of total invested assets at December 31, 2020 and 2019, 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 $128,238 and $68,046 as of December 31, 2020 and 2019, respectively. The Company had pledged collateral related to these derivatives of $7,181 and $5,022 as of December 31, 2020 and 2019, respectively, in the normal course of business. If the credit-risk-related contingent features were triggered on December 31, 2020 the fair value of assets that could be required to settle the derivatives in a net liability position was $121,057.

29

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

At December 31, 2020 and 2019, the Company had pledged $7,181 and $5,022, respectively, of unrestricted cash collateral to counterparties in the normal course of business, while other counterparties had pledged $54,302 unrestricted cash and securities collateral and $71,130 of unrestricted cash collateral to the Company to satisfy collateral netting arrangements, respectively.

At December 31, 2020 and 2019, the Company had pledged U.S. Treasury bills in the amount of $5,334 and $2,331, 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 Company’s OTC derivatives are cleared and settled through a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.

The derivative instruments mentioned above are economic hedges and used to manage risk. These transactions are used to offset changes in liabilities including those in variable annuity products, hedge the economic effect of a large increase in interest rates, manage the potential variability in future interest payments due to a change in credited interest rates and the related change in cash flows due to increased surrenders, and manage interest rate risks of forecasted acquisitions of bonds and forecasted liability pricing.

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.

30

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The following tables summarize derivative financial instruments:

	December 31, 2020
	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	$	—		$	10,705
Cross-currency swaps		875,569		(4,071	)		9,352
Total derivatives designated as hedges		897,869		(4,071	)		20,057
Derivatives not designated as hedges:
Interest rate swaps		1,040,944		11,326			11,449
Futures on equity indices		2,957		1,172			1
Interest rate futures		10,500		4,162			—
Interest rate swaptions		174,000		34			34
Cross-currency swaps		541,142		23,084			21,234
Foreign currency forwards		1,510,024		(26	)		(26	)
Total derivatives not designated as hedges		3,279,567		39,752			32,692
Total cash flow hedges, and derivatives not designated as hedges	$	4,177,436	$	35,681		$	52,749

⁽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.

	December 31, 2019
	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	$	—	$	8,385
Cross-currency swaps		880,490		35,372		38,370
Total cash flow hedges		902,790		35,372		46,755
Derivatives not designated as hedges:
Interest rate swaps		933,930		2,078		1,487
Futures on equity indices		6,890		545		(17	)
Interest rate futures		22,600		1,786		2
Interest rate swaptions		186,550		20		20
Cross-currency swaps		541,142		21,894		20,442
Total derivatives not designated as hedges		1,691,112		26,323		21,934
Total cash flow hedges and derivatives not designated as hedges	$	2,593,902	$	61,695	$	68,689

⁽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.

31

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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,
	2020		2019		2018
Derivatives not designated as hedging instruments:
Interest rate swaps	$	7,306	$	13,954	$	(8,039)
Interest rate swaptions		180		123		198
Futures on equity indices		94		(241)		297
Interest rate futures		6		(132)		159
Cross-currency swaps		(3,975)		(8,396)		32,525
Foreign currency forwards		(20)		—		—
Total	$	3,591	$	5,308	$	25,140

Securities lending

Securities with a cost or amortized cost of $199,546 and $296,583, and estimated fair values of $201,848 and $297,018 were on loan under the program at December 31, 2020 and 2019, respectively.

The following table summarizes securities on loan by category:

	December 31,				December 31,
	2020				2019
	Book/adjusted carrying value		Fair value		Book/adjusted carrying value		Fair value
Hybrid securities	$	—	$	—	$	2,224	$	2,028
Industrial and miscellaneous		78,553		80,855		15,734		16,365
U.S. government		120,993		120,993		278,625		278,625
	$	199,546	$	201,848	$	296,583	$	297,018

The Company’s securities lending agreements are open agreements meaning the borrower can return and the Company can recall the loaned securities at any time.

The Company received cash of $206,811 and $303,282 as collateral at December 31, 2020 and 2019, respectively. This cash was reinvested into money market funds and short-term repurchase agreements which are collateralized by U.S. government or U.S. government agency securities and mature in under 30 days.

Reverse repurchase agreements

The Company had short-term reverse repurchase agreements with book/adjusted carrying values of $2,900 and $3,300 at December 31, 2020 and December 31, 2019, respectively, with maturities of 2 days to 1 week. The fair value of securities acquired under the tri-party agreement and held on the Company’s behalf was $2,958 and $3,366 at December 31, 2020 and December 31, 2019, respectively.

32

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Restricted assets

The following tables summarize investments on deposit or trust accounts controlled by various state insurance departments in accordance with statutory requirements as well as other deposits and collateral pledged by the Company:

	December 31, 2020
	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	$	206,811	$	—	$	—	$	—	$	206,811	$	303,282	$	(96,471	)	$	—	$	206,811		0.27%		0.28%
Subject to reverse repurchase agreements		2,900		—		—		—		2,900		3,300		(400	)		—		2,900		0.00%		0.00%
FHLB capital stock		500		—		—		—		500		—		500			—		500		0.00%		0.00%
On deposit with states		4,264		—		—		—		4,264		4,294		(30	)		—		4,264		0.01%		0.01%
On deposit with other regulatory bodies		554		—		—		—		554		579		(25	)		—		554		0.00%		0.00%
Pledged as collateral not captured in other categories:
Futures margin deposits		5,334		—		1,411		—		6,745		2,330		4,415			—		6,745		0.01%		0.01%
Derivative cash collateral		7,181		—		271		—		7,452		5,022		2,430			—		7,452		0.01%		0.01%
Other restricted assets		1,175		—		—		—		1,175		1,218		(43	)		—		1,175		0.00%		0.00%
Total Restricted Assets	$	228,719	$	—	$	1,682	$	—	$	230,401	$	320,025	$	(89,624	)	$	—	$	230,401		0.30%		0.31%

33

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

	December 31, 2019
	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	$	303,282	$	—	$	—	$	—	$	303,282	$	45,102	$	258,180		$	—	$	303,282		0.62%		0.62%
Subject to reverse repurchase agreements		3,300		—		—		—		3,300		11,200		(7,900	)		—		3,300		0.01%		0.01%
Subject to dollar repurchase agreements		—		—		—		—		—		688,765		(688,765	)		—		—		0.00%		0.00%
On deposit with states		4,294		—		—		—		4,294		4,443		(149	)		—		4,294		0.01%		0.01%
On deposit with other regulatory bodies		579		—		—		—		579		603		(24	)		—		579		0.00%		0.00%
Pledged as collateral not captured in other categories:
Futures margin deposits		2,330		—		—		—		2,330		8,197		(5,867	)		—		2,330		0.01%		0.01%
Other collateral		—		—		—		—		—		5,320		(5,320	)		—		—		0.00%		0.00%
Derivative cash collateral		5,022		—		—		—		5,022		30,220		(25,198	)		—		5,022		0.01%		0.01%
Other restricted assets		1,218		—		—		—		1,218		1,259		(41	)		—		1,218		0.00%		0.00%
Total Restricted Assets	$	320,025	$	—	$	—	$	—	$	320,025	$	795,109	$	(475,084	)	$	—	$	320,025		0.66%		0.66%

Net investment income

The following table summarizes net investment income:

	Years Ended December 31,
	2020			2019                         2018
Bonds	$	474,967		$	621,993		$	822,645
Preferred stock		3			—			—
Common stock		151			455			221
Mortgage loans		107,249			158,678			169,415
Real estate		28,964			27,577			26,557
Contract loans		197,843			200,298			199,507
Cash, cash equivalents and short-term investments		5,862			16,409			4,749
Derivative instruments		18,840			16,915			16,308
Other invested assets		155,506			121,675			125,821
Miscellaneous		5,303			4,462			1,896
Gross investment income		994,688			1,168,462			1,367,119
Expenses		(46,344	)		(69,011	)		(59,732	)
Net investment income	$	948,344		$	1,099,451		$	1,307,387

The amount of interest incurred and charged to investment expense during the years ended December 31, 2020, 2019 and 2018 was $17,078, $33,188 and $22,070, respectively.

34

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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,
	2020			2019			2018
Net realized capital gains (losses), before federal income tax	$	59,961		$	574,372		$	4,905
Less: Federal income tax		12,592			120,618			1,030
Net realized capital gains (losses), before IMR transfer		47,369			453,754			3,875
Net realized capital gains (losses) transferred to IMR, net of federal income tax of $17,100, $122,750 and ($1,781), respectively		64,327			461,776			(6,701	)
Net realized capital gains (losses), net of federal income tax expense (benefit) of ($4,508), ($2,133) and 2,811, respectively, and IMR transfer	$	(16,958	)	$	(8,022	)	$	10,576

Interest maintenance reserve

The following table summarizes activity in the interest maintenance reserve:

	Year ended December 31,
	2020
Reserve as of December 31, 2019	$	(7,864)
Transferred into IMR, net of taxes		64,327
IMR reinsurance activity		661,451
Balance before amortization		717,914
Amortization released to Statement of Operations		(39,141)
Reserve as of December 31, 2020	$	678,773

Concentrations

The Company had the following bond concentrations based on total invested assets:

	Concentration by type
	December 31,
	2020	2019
Industrial and miscellaneous	58%	51%
	Concentration by industry
	December 31,
	2020	2019
Financial services	14%	13%

Mortgage loans

The recorded investment of the commercial mortgage loan portfolio categorized as performing was $4,124,412 and $2,693,435, of which $1,634,389 and $0 were loan participation agreements as of December 31, 2020 and 2019, respectively. These mortgages were current as of December 31, 2020 and 2019.

35

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The maximum lending rates for commercial mortgage loans originated during the years ended December 31, 2020 and 2019 were 3.50% and 4.70%, respectively. The minimum lending rates for commercial mortgage loans originated during the years ended December 31, 2020 and 2019 were 2.45% and 4.05%, respectively.

During 2020 and 2019, 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 59% and 64%, respectively.

The balance in the commercial mortgage provision allowance was $745 as of December 31, 2020 and 2019. There was no provision activity for the years ended December 31, 2020 and 2019.

The following tables present concentrations of the total commercial mortgage portfolio:

	Concentration by type
	December 31,
	2020	2019
Multi-family	49%	44%
Industrial	15%	19%
Office	13%	18%
Retail	13%	12%
Other	10%	7%
	100%	100%
	Concentration by geographic area
	December 31,
	2020	2019
Pacific	36%	33%
East North Central	17%	20%
South Atlantic	13%	14%
Middle Atlantic	11%	8%
Other	10%	8%
West South Central	7%	10%
Mountain	6%	7%
	100%	100%

36

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

5. Fair Value Measurements

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, 2020
Assets:	Aggregate     fair value		Admitted assets and     liabilities		(Level 1)		(Level 2)		(Level 3)		Net Asset   Value (NAV)		Total   (All Levels)
Bonds	$	26,874,302	$	25,712,083	$	—	$	26,865,559	$	8,743	$	—	$	26,874,302
Preferred stock		119,684		119,687		—		119,684		—		—		119,684
Common stock		20,240		20,240		19,740		500		—		—		20,240
Mortgage loans		4,263,386		4,123,666		—		4,263,386		—		—		4,263,386
Real estate		227,336		43,776		—		227,336		—		—		227,336
Cash, cash equivalents and short-term investments		3,470,912		3,470,914		2,612,741		858,171		—		—		3,470,912
Contract loans		3,874,206		3,874,206		—		3,874,206		—		—		3,874,206
Other long-term invested assets		244,393		235,484		—		93,637		—		150,756		244,393
Securities lending reinvested collateral assets		206,811		206,811		62,050		144,761		—		—		206,811
Collateral under derivative counterparty collateral agreements		43,689		43,689		43,689		—		—		—		43,689
Other collateral		1,130		1,130		1,130		—		—		—		1,130
Receivable for securities		87,076		84,973		—		87,076		—		—		87,076
Derivative instruments		180,996		160,628		10		180,986		—		—		180,996
Separate account assets		28,571,811		28,455,204		14,406,648		13,741,300		—		423,863		28,571,811
Total assets	$	68,185,972	$	66,552,491	$	17,146,008	$	50,456,602	$	8,743	$	574,619	$	68,185,972
Liabilities:
Deposit-type contracts	$	4,562,617	$	5,215,962	$	—	$	4,562,617	$	—	$	—	$	4,562,617
Commercial paper		98,983		98,983		—		98,983		—		—		98,983
Payable under securities lending agreements		206,811		206,811		62,050		144,761		—		—		206,811
Collateral under derivative counterparty collateral agreements		36,450		36,450		36,450		—		—		—		36,450
Other collateral		1,130		1,130		1,130		—		—		—		1,130
Payable for securities		1,277,598		1,277,598		—		1,277,598		—		—		1,277,598
Derivative instruments		128,246		130,281		8		128,238		—		—		128,246
Separate account liabilities		853,042		853,042		70		852,972		—		—		853,042
Total liabilities	$	7,164,877	$	7,820,257	$	99,708	$	7,065,169	$	—	$	—	$	7,164,877

37

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, 2019
Assets:	Aggregate     fair value		Admitted assets and     liabilities		(Level 1)		(Level 2)		(Level 3)		Net Asset   Value (NAV)		Total   (All Levels)
Bonds	$	14,409,764	$	13,803,525	$	—	$	14,395,297	$	14,467	$	—	$	14,409,764
Common Stock		20,249		20,249		20,249		—		—		—		20,249
Mortgage loans		2,742,188		2,692,690		—		2,742,188		—		—		2,742,188
Real estate		137,700		44,648		—		—		137,700		—		137,700
Cash, cash equivalents and short-term investments		818,328		818,328		298,720		519,608		—		—		818,328
Contract loans		3,995,291		3,995,291		—		3,995,291		—		—		3,995,291
Other long-term invested assets		128,287		120,934		—		38,070		—		90,217		128,287
Securities lending collateral assets		303,282		303,282		33,164		270,118		—		—		303,282
Collateral under derivative counterparty collateral agreements		76,212		76,212		76,212		—		—		—		76,212
Other collateral		504		504		504		—		—		—		504
Receivable for securities		6,853		5,313		—		6,853		—		—		6,853
Derivative instruments		136,753		124,254		3		136,750		—		—		136,753
Separate account assets		25,690,576		25,634,438		13,992,067		11,326,204		—		372,305		25,690,576
Total assets	$	48,465,987	$	47,639,668	$	14,420,919	$	33,430,379	$	152,167	$	462,522	$	48,465,987
Liabilities:
Deposit-type contracts	$	57,672	$	60,296	$	—	$	57,672	$	—	$	—	$	57,672
Commercial paper		99,900		99,900		—		99,900		—		—		99,900
Payable under securities lending agreements		303,282		303,282		33,164		270,118		—		—		303,282
Collateral under derivative counterparty collateral agreements		71,130		71,130		71,130		—		—		—		71,130
Other collateral		504		504		504		—		—		—		504
Payable for securities		733,150		733,150		—		733,150		—		—		733,150
Derivative instruments		68,064		62,559		19		68,045		—		—		68,064
Separate account liabilities		346,182		346,182		66		346,116		—		—		346,182
Total liabilities	$	1,679,884	$	1,677,003	$	104,883	$	1,575,001	$	—	$	—	$	1,679,884

Bonds, preferred and common stock

The fair values for bonds, preferred 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 mortgage’s remaining term and credit quality. Management believes the discount rate used is comparable to the credit, interest rate, term, servicing costs, and risks of loans similar to the portfolio loans that the Company would make today given its internal pricing strategy.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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.

Cash, cash equivalents, short-term investments, collateral receivable and payable under securities lending agreements, receivable and payable for securities, 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, 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.

Limited partnership interests represent the Company’s 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, foreign currency forwards, 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.

39

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Separate account assets and liabilities

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

Fair value hierarchy

The following tables present information about the Company’s 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, 2020
							Net Asset Value		Total
Assets:	(Level 1)		(Level 2)		(Level 3)		(NAV)		(All Levels)
Common stock
Mutual funds	$	17,679	$	—	$	—	$	—	$	17,679
Industrial and miscellaneous		2,061		—		—		—		2,061
Other invested assets
Limited partnerships		—		—		—		150,756		150,756
Derivatives
Interest rate swaps		—		86,984		—		—		86,984
Cross-currency swaps		—		37,028		—		—		37,028
Interest rate swaptions		—		34		—		—		34
Foreign currency forwards		—		2,670		—		—		2,670
Separate account assets (1)		14,351,361		12,467,593		—		423,863		27,242,817
Total assets	$	14,371,101	$	12,594,309	$	—	$	574,619	$	27,540,029
Liabilities:
Derivatives
Interest rate swaps	$	—	$	75,535	$	—	$	—	$	75,535
Cross-currency swaps		—		15,794		—		—		15,794
Foreign currency forwards		—		2,695		—		—		2,695
Separate account liabilities (1)		70		852,972		—		—		853,042
Total liabilities	$	70	$	946,996	$	—	$	—	$	947,066

⁽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.

40

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

	Fair Value Measurements at Reporting Date
	December 31, 2019
							Net Asset Value		Total
Assets:	(Level 1)		(Level 2)		(Level 3)		(NAV)		(All Levels)
Common stock
Mutual funds	$	15,545	$	—	$	—	$	—	$	15,545
Industrial and miscellaneous		4,704		—		—		—		4,704
Other invested assets
Limited partnerships		—		—		—		90,217		90,217
Derivatives
Interest rate swaps		—		36,516		—		—		36,516
Cross-currency swaps		—		35,457		—		—		35,457
Interest rate swaptions		—		20		—		—		20
Separate account assets (1)		13,935,424		10,123,099		—		372,305		24,430,828
Total assets	$	13,955,673	$	10,195,092	$	—	$	462,522	$	24,613,287
Liabilities:
Derivatives
Interest rate swaps	$	—	$	35,029	$	—	$	—	$	35,029
Cross-currency swaps		—		15,015		—		—		15,015
Separate account liabilities (1)		66		346,116		—		—		346,182
Total liabilities	$	66	$	396,160	$	—	$	—	$	396,226

⁽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.

6.   Non-Admitted Assets

The following table summarizes the Company’s non-admitted assets:

	December 31, 2020						December 31, 2019
Type	Asset		Non- admitted asset		Admitted asset		Asset		Non- admitted asset		Admitted asset
Cash, cash equivalents and short-term investments		3,470,926		12		3,470,914		818,329		1		818,328
Other invested assets		1,294,506		544,029		750,477		403,986		1,095		402,891
Premiums deferred and uncollected		16,338		82		16,256		15,273		74		15,199
Deferred income taxes		457,205		331,246		125,959		205,256		108,053		97,203
Due from parent, subsidiaries and affiliate		155,676		61,092		94,584		118,239		54,644		63,595
Other prepaid assets		2,206		2,206		—		22,712		22,712		—
Capitalized internal use software		—		—		—		37,917		37,917		—
Furniture, fixtures and equipment		5,914		5,914		—		5,095		5,095		—
Reinsurance recoverable		80,435		186		80,249		37,806		—		37,806
Other assets		671,151		2,113		669,038		499,620		8,788		490,832

The following table summarizes the Company’s 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, 2020						December 31, 2019
Type	Asset		Non- admitted asset		Admitted asset		Asset		Non- admitted asset		Admitted asset
Common stock	$	13,662	$	—	$	13,662	$	13,537	$	—	$	13,537
Other invested assets		813,421		544,029		269,392		156,119		1,095		155,024

41

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

7.   Premiums Deferred and Uncollected

The following table summarizes the Company’s ordinary and group life insurance premiums and annuity considerations deferred and uncollected, both gross and net of loading:

	December 31, 2020				December 31, 2019
Type	Gross		Net of loading		Gross		Net of loading
Ordinary renewal business	$	18,063	$	16,256	$	16,888	$	15,199
Total	$	18,063	$	16,256	$	16,888	$	15,199

8.   Business Combination and Goodwill

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 recordkeeping business. This transaction was accounted for as a statutory purchase. Goodwill of $51,098 was recorded in other invested assets, which is being amortized over 10 years. At December 2020 and 2019, the Company has $0 and $23,846, respectively, of admitted goodwill related to this acquisition. During each of the years ended December 31, 2020, 2019 and 2018, the Company recorded $5,110, $5,109 and $5,110, respectively, of goodwill amortization related to this acquisition.

On August 17, 2020, the Company completed the acquisition of all of the voting equity interests in the Personal Capital Corporation, an industry-leading registered investment adviser and digital wealth manager. This transaction was accounted for as a statutory acquisition. Goodwill of $819,403 was recorded in other invested assets, which is being amortized over 10 years. At December 2020 and 2019, the Company has $277,474 and $0, respectively, of admitted goodwill related to this acquisition. During each of the years ended December 31, 2020, 2019 and 2018, the Company recorded $27,313, $0 and $0, respectively, of goodwill amortization related to this acquisition.

Purchased Entity	Acquisition date		Cost of acquired entity		Original amount of admitted goodwill		Admitted goodwill as of December 31, 2020		Amount of goodwill amortized for the year ended December 31, 2020		Admitted goodwill as a % of SCA book/adjusted carrying value, gross of admitted goodwill
Retirement Plan Services		August 29, 2014	$	64,169	$	51,098	$	—	$	5,110		—%
Personal Capital Corporation		August 17, 2020	$	854,190	$	819,403	$	277,474	$	27,313		70.8%

9. Reinsurance

In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage 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. Effective June 1, 2019, all risks on non-participating policies within the above retention limits were ceded to Protective.

42

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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. Additionally, Protective, which represents the Company’s most significant ceded reinsurance relationship, is an authorized reinsurer and the Protective transaction is secured by assets held in a trust.

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, 2020, 2019 and 2018 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.

On December 31, 2020 the Company completed the acquisition, via indemnity reinsurance, of the retirement services business of Massachusetts Mutual Life Insurance Company. The MassMutual transaction impacted the following financial statement lines, excluding the non-admitted deferred tax asset (in millions):

43

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus	December 31,
	2020
Admitted assets:
Cash and invested assets:
Bonds	$	7,855
Preferred stock		120
Mortgage loans		1,634
Other invested assets		132
Total cash and invested assets		9,741
Investment income due and accrued		64
Funds held or deposited with reinsured companies		6,761
Other assets		129
Total admitted assets	$	16,695
	December 31,
	2020
Liabilities, capital and surplus:
Liabilities:
Aggregate reserves for life policies and contracts	$	14,716
Liability for deposit-type contracts		3,183
Interest maintenance reserve		662
Other liabilities		113
Total liabilities		18,674
Capital and surplus:
Unassigned funds		(1,979	)
Total capital and surplus		(1,979	)
Total liabilities, capital and surplus	$	16,695
Statutory Statements of Operations	December 31,
	2020
Income:
Premium income and annuity consideration	$	15,567
Total income		15,567
Expenses:
Increase in aggregate reserves for life and accident and health policies and contracts		14,716
Total benefits		14,716
Commissions		2,168
Interest maintenance reserve reinsurance activity		662
Total benefit and expenses		17,546
Net loss from operations before federal income taxes	$	(1,979	)

44

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The Company received a capital contribution from parent of $2.8 billion to finance the transaction, as mentioned in Note 14.

Effective June 1, 2019, the Company terminated various related party reinsurance agreements and completed the sale, via indemnity reinsurance, of substantially all of its individual life insurance and annuity business to Protective. The Protective transaction impacted the following financial statement lines, excluding the non-admitted deferred tax asset (in millions):

45

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus	December 31,
	2019
Admitted assets:
Cash and invested assets:
Bonds	$	(7,302	)
Mortgage loans		(1,288	)
Contract loans		(24	)
Cash, cash equivalents and short-term investments		722
Other invested assets		(235	)
Total cash and invested assets		(8,127	)
Investment income due and accrued		(89	)
Premiums deferred and uncollected		(10	)
Reinsurance recoverable		25
Current federal income taxes recoverable		(1	)
Deferred income taxes		(21	)
Other assets		(3	)
Total admitted assets	$	(8,226	)
	December 31,
	2019
Liabilities, capital and surplus:
Liabilities:
Aggregate reserves for life policies and contracts	$	(8,287	)
Aggregate reserves for accident and health policies		(288	)
Liability for deposit-type contracts		(127	)
Life and accident and health policy and contract claims		(74	)
Provision for policyholders’ dividends		(63	)
Interest maintenance reserve		(66	)
Other liabilities		(33	)
Total liabilities		(8,938	)
Capital and surplus:
Gross paid in and contributed surplus		712
Total capital and surplus		712
Total liabilities, capital and surplus	$	(8,226	)
Statutory Statements of Operations	December 31,
	2019
Income:
Premium income and annuity consideration	$	(9,147	)
Commission and expense allowances on reinsurance ceded		154
Total income		(8,993	)

46

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Expenses:
Decrease in aggregate reserves for life and accident and health policies and contracts		(8,575	)
Total benefits		(8,575	)
Net transfers from separate accounts		59
Interest maintenance reserve release		(512	)
Total benefit and expenses		(9,028	)
Net gain from operations before federal income taxes		35
Federal income tax benefit		(118	)
Net income	$	153

10. Aggregate Reserves

Aggregate reserves are computed in accordance with the Commissioner’s Annuity Reserve Valuation Method (“CARVM”) and the Commissioner’s 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:

Interest	- Life Insurance	2.25% to 6.00%
	- Annuity Funds	1% 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, 2020 and 2019, the Company had $3,766,969 and $3,925,596, 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.

47

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The withdrawal characteristics of annuity reserves and deposit liabilities are as follows:

	December 31, 2020
	General Account		Separate Account with Guarantees		Separate Account Non- Guaranteed		Total		Percent of Total Gross
Subject to discretionary withdrawal:
With market value adjustment	$	13,534,241	$	—	$	—	$	13,534,241		25.2	%
At book value less current surrender charges of 5% or more		820,107		—		—		820,107		1.5	%
At fair value		2,558,655		7,785,289		11,517,720		21,861,664		40.4	%
Total with adjustment or at market value		16,913,003		7,785,289		11,517,720		36,216,012		67.1	%
At book value without adjustment (minimal or no charge adjustment)		2,473,434		—		—		2,473,434		4.6	%
Not subject to discretionary withdrawal		15,266,932		—		—		15,266,932		28.3	%
Total gross		34,653,369		7,785,289		11,517,720		53,956,378		100.0	%
Reinsurance ceded		74,724		—		—		74,724
Total, net	$	34,578,645	$	7,785,289	$	11,517,720	$	53,881,654

	December 31, 2019
	General Account		Separate Account with Guarantees		Separate Account Non- Guaranteed		Total		Percent of Total Gross
Subject to discretionary withdrawal:
With market value adjustment	$	915,098	$	—	$	—	$	915,098		3.0%
At book value less current surrender charges of 5% or more		817,144		—		—		817,144		2.7%
At fair value		—		6,358,077		11,528,947		17,887,024		58.0%
Total with adjustment or at market value		1,732,242		6,358,077		11,528,947		19,619,266		63.7%
At book value without adjustment (minimal or no charge adjustment)		97,837		—		—		97,837		0.3%
Not subject to discretionary withdrawal		11,091,699		—		—		11,091,699		36.0%
Total gross		12,921,778		6,358,077		11,528,947		30,808,802		100.0%
Reinsurance ceded		71,124		—		—		71,124
Total, net	$	12,850,654	$	6,358,077	$	11,528,947	$	30,737,678

48

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The withdrawal characteristics of life reserves are as follows:

	December 31, 2020
	General Account						Separate Account - Nonguaranteed
Subject to discretionary withdrawal, surrender values, or policy loans:	Account Value		Cash Value		Reserve		Account Value		Cash Value		Reserve
Universal life	$	6,603,854	$	6,920,255	$	6,952,077	$	—	$	—	$	—
Other permanent cash value life insurance		—		6,845,366		7,160,342		—		—		—
Variable universal life		274,843		279,968		280,000		7,579,331		7,579,331		7,579,331
Not subject to discretionary withdrawal or no cash values:
Term policies without cash value		N/A		N/A		151,345		—		—		—
Accidental death benefits		N/A		N/A		466		—		—		—
Disability - active lives		N/A		N/A		1,093		—		—		—
Disability - disabled lives		N/A		N/A		117,509		—		—		—
Miscellaneous reserves		N/A		N/A		28,188		—		—		—
Total, gross		6,878,697		14,045,589		14,691,020		7,579,331		7,579,331		7,579,331
Reinsurance ceded		6,878,697		7,643,139		7,966,585		—		—		—
Total, net of reinsurance ceded	$	—	$	6,402,451	$	6,724,435	$	7,579,331	$	7,579,331	$	7,579,331

	December 31, 2019
	General Account						Separate Account - Nonguaranteed
Subject to discretionary withdrawal, surrender values, or policy loans:	Account Value		Cash Value		Reserve		Account Value		Cash Value		Reserve
Universal life	$	6,618,888	$	6,617,437	$	6,595,652	$	—	$	—	$	—
Other permanent cash value life insurance		—		6,949,889		7,306,841		—		—		—
Variable universal life		240,230		243,868		244,301		7,063,894		7,063,894		7,063,894
Not subject to discretionary withdrawal or no cash values:
Term policies without cash value		N/A		N/A		164,921		—		—		—
Accidental death benefits		N/A		N/A		1,195		—		—		—
Disability - active lives		N/A		N/A		1,078		—		—		—
Disability - disabled lives		N/A		N/A		126,059		—		—		—
Miscellaneous reserves		N/A		N/A		29,945		—		—		—
Total, gross		6,859,118		13,811,194		14,469,992		7,063,894		7,063,894		7,063,894
Reinsurance ceded		6,859,118		7,330,812		7,621,851		—		—		—
Total, net of reinsurance ceded	$	—	$	6,480,382		6,848,141	$	7,063,894	$	7,063,894	$	7,063,894

49

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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:

	2020		2019
Balance, January 1, net of reinsurance of $284,531 and $19,082	$	794	$	247,529
Incurred related to:
Current year		252		9,941
Prior year		2,018		(217,477	)
Total incurred		2,270		(207,536	)
Paid related to:
Current year		—		(9,807	)
Prior year		—		(29,392	)
Total paid		—		(39,199	)
Balance, December 31, net of reinsurance of $282,922 and $284,531	$	3,064	$	794

Reserves for incurred claims and claim adjustment expenses attributable to insured events of prior years has changed by $2,018 and ($217,477) during the years ended December 31, 2020 and 2019, respectively. The change in the prior year was primarily due to the Protective transaction, with no comparable amount in the current year.

12. Commercial Paper

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 & Poor’s Ratings Services and a rating of P-1 by Moody’s Investors Service, each being the highest rating available. The Company’s issuance of commercial paper is not used to fund daily operations and does not have a significant impact on the Company’s liquidity.

The following table provides information regarding the Company’s commercial paper program:

	December 31,
	2020		2019
Face value	$	98,983	$	99,900
Carrying value	$	98,983	$	99,900
Interest expense paid	$	1,007	$	2,874
Effective interest rate		0.22% - 0.27%		1.8% - 2.1%
Maturity range (days)		21 - 26		13 - 24

13. Separate Accounts

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

50

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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

Some assets within each of the Company’s 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.

At December 31, 2020 and 2019, the Company’s separate account assets that are legally insulated from the general account claims are $28,447,693 and $25,632,375.

As of December 31, 2020 and 2019, $11,612,824 and $11,266,373, respectively, were ceded under Modified Coinsurance to Protective. While the Company holds the respective asset and liability under the Modified Coinsurance agreement, the economics are ceded to Protective, resulting in no impact to net income.

As of December 31, 2020 and 2019, $61,774,539 and $0, respectively, were acquired under modified coinsurance from MassMutual. While MassMutual holds the respective asset and liability under the modified coinsurance agreement, the economics are assumed by the Company.

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 $11,325, $11,649, $11,608, $12,581 and $12,961 for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively. No separate account guarantees were paid by the general account for the years ending December 31, 2020, 2019, 2018, 2017 and 2016, 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.

51

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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 participant’s 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 Fund’s 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 policyholder’s 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 participant’s 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.

52

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The following tables provide information regarding the Company’s separate accounts:

	Year Ended December 31, 2020
	Non-indexed guaranteed less than/equal to 4%		Non-guaranteed separate account		Total
Premiums, considerations or deposits	$	403,703	$	949,333	$	1,353,036
Reserves
For accounts with assets at:
Fair value	$	8,767,847	$	16,897,365	$	25,665,212
Amortized cost		1,187,709		—		1,187,709
Total reserves	$	9,955,556	$	16,897,365	$	26,852,921
By withdrawal characteristics:
At fair value	$	8,767,847	$	16,897,365	$	25,665,212
At book value without fair value adjustment and with current surrender charge less than 5%		1,187,709		—		1,187,709
Total subject to discretionary withdrawals	$	9,955,556	$	16,897,365	$	26,852,921
	Year Ended December 31, 2019
	Non-indexed guaranteed less than/equal to 4%		Non-guaranteed separate account		Total
Premiums, considerations or deposits	$	528,618	$	1,274,716	$	1,803,334
Reserves
For accounts with assets at:
Fair value	$	7,315,010	$	16,440,747	$	23,755,757
Amortized cost		1,168,009		—		1,168,009
Total reserves	$	8,483,019	$	16,440,747	$	24,923,766
By withdrawal characteristics:
At fair value	$	7,315,010	$	16,440,747	$	23,755,757
At book value without fair value adjustment and with current surrender charge less than 5%		1,168,009		—		1,168,009
Total subject to discretionary withdrawals	$	8,483,019	$	16,440,747	$	24,923,766

53

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

A reconciliation of the amounts transferred to and from the separate accounts is presented below:

	Year Ended December 31,
	2020			2019			2018
Transfers as reported in the Summary of Operations of the separate account statement:
Transfers to separate accounts	$	1,353,036		$	1,803,334		$	2,621,510
Transfers from separate accounts		(1,759,730	)		(4,226,616	)		(5,198,817	)
Net transfers from separate accounts		(406,694	)		(2,423,282	)		(2,577,307	)
Reconciling adjustments:
Net transfer of reserves to separate accounts		(412,121	)		1,203,800			1,464,314
Miscellaneous other		(1,137	)		836			528
CARVM allowance reinsured		(8,545	)		70,071			—
Reinsurance		19,469			(179,568	)		—
Net transfers as reported in the Statements of Operations	$	(809,028	)	$	(1,328,143	)	$	(1,112,465	)

14. Capital and Surplus, Dividend Restrictions, and Other Matters

The payment of principal and interest under all surplus notes 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.

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 surplus note bears interest at the rate of 6.675% and was due November 14, 2034. On December 9, 2019 the Company used proceeds from the ceding commission earned on the Protective transaction to redeem the surplus note balance in full. The carrying amount of the surplus note was $0 and $0 at December 31, 2020 and 2019, respectively. Interest paid on the note was $0 for the year ended December 31, 2020 and $13,016 for the years ended December 31, 2019 and 2018, respectively, bringing total interest paid from inception to December 31, 2020 to $195,243. The amount of unapproved principal and interest was $0 at December 31, 2020 and 2019.

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. Interest paid on the note during 2020, 2019 and 2018 amounted to $420, $420 and $420, respectively, bringing total interest paid from inception to December 31, 2020 to $1,262. The amount of unapproved principal and interest was $0 at December 31, 2020.

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. Interest paid on the note during 2020, 2019, and 2018 amounted to $16,899, $16,899 and $10,515, respectively, bringing total interest paid from inception to December 31, 2020 to $44,313. The amount of unapproved principal and interest was $0 at December 31, 2020.

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 gain will be

54

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

amortized into income over the 30 year life of the new surplus note. Amortization of the gain during 2020, 2019 and 2018 amounted to $1,331, $1,330 and $998, respectively bringing the total amortization from inception to December 31, 2020 amounted to $3,659, leaving an unamortized balance of $36,262 in surplus as part of the surplus note amounts.

On August 12, 2020, the Company issued a surplus note in the face amount and carrying amount of $527,500 to GWL&A Financial Inc. The proceeds were used to finance the Personal Capital transaction. The surplus note bears an interest rate of 1.260% per annum. The note matures on August 12, 2025. Interest paid on the note during 2020 and 2019 amounted to $0 and $0, respectively, bringing total interest paid from inception to December 31, 2020 to $0. The amount of unapproved principal and interest were $0 at December 31, 2020.

As of the fourth quarter of 2020, the Company had received capital contributions of $3.1 billion from GWL&A Financial Inc. The proceeds were used to finance the Personal Capital and MassMutual transactions.

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 not pay a dividend during the year ended December 31, 2021, without the prior approval of the Colorado Insurance Commissioner due to large dividends paid in 2019 and the net loss related to the MassMutual ceding commission in 2020. Prior to any payment of dividends, the Company provides notice to the Colorado Insurance Commissioner. Dividends are non-cumulative and paid as determined by the Board of Directors, subject to the limitations described above. During the years ended December 31, 2020, 2019 and 2018 the Company paid dividends to GWL&A Financial Inc, totaling $357,752, $639,801, and $152,295, respectively.

The portion of unassigned funds (surplus) represented or (reduced) by each of the following items is:

	December 31,
	2020			2019
Current year net (loss) income	$	(1,695,012	)	$	382,805
Unrealized (losses) gains		(76,064	)		210,179
Deferred income taxes		256,714			(129,400	)
Non-admitted assets		(946,880	)		(238,379	)
Surplus as regards reinsurance		454,045			537,566
Asset valuation reserve		(202,003	)		(194,032	)
Dividends		(357,752	)		(639,801	)
Other		7,401			395,386
Total unassigned funds	$	(2,559,551	)	$	324,324

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.

55

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

15. Federal Income Taxes

The following table presents the components of the net admitted deferred tax asset:

	December 31, 2020									December 31, 2019									Change
	Ordinary			Capital			Total			Ordinary			Capital			Total			Ordinary			Capital			Total
Gross deferred tax assets	$	481,393		$	—		$	481,393		$	224,934		$	—		$	224,934		$	256,459		$	—		$	256,459
Valuation allowance adjustment		—			—			—			—			—			—			—			—			—
Adjusted gross deferred tax asset		481,393			—			481,393			224,934			—			224,934			256,459			—			256,459
Deferred tax assets non-admitted		(340,176	)		8,930			(331,246	)		(109,435	)		1,382			(108,053	)		(230,741	)		7,548			(223,193	)
Net admitted deferred tax asset		141,217			8,930			150,147			115,499			1,382			116,881			25,718			7,548			33,266
Gross deferred tax liabilities		(15,258	)		(8,930	)		(24,188	)		(18,296	)		(1,382	)		(19,678	)		3,038			(7,548	)		(4,510	)
Net admitted deferred tax asset	$	125,959		$	—		$	125,959		$	97,203		$	—		$	97,203		$	28,756		$	—		$	28,756

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:

	December 31, 2020						December 31, 2019						Change
	Ordinary		Capital		Total		Ordinary		Capital		Total		Ordinary			Capital		Total
(a) Federal income taxes paid in prior years recoverable through loss carrybacks	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—	$	—
(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)		125,959		—		125,959		97,203		—		97,203		28,756			—		28,756
(i) Adjusted gross deferred tax assets expected to be realized following the balance sheet date		125,959		—		125,959		97,203		—		97,203		28,756			—		28,756
(ii) Adjusted gross deferred tax assets expected allowed per limitation threshold		—		—		304,773		—		—		201,129		—			—		103,644
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from (a) and (b) above) offset by gross deferred tax liabilities		15,258		8,930		24,188		18,296		1,382		19,678		(3,038	)		7,548		4,510
Total deferred tax assets admitted as a result of the application of SSAP No. 101	$	141,217	$	8,930	$	150,147	$	115,499	$	1,382	$	116,881	$	25,718		$	7,548	$	33,266

The following table presents the threshold limitations utilized in the admissibility of deferred tax assets under paragraph 11.b of SSAP No. 101:

	2020		2019
Ratio percentage used to determine recovery period and threshold limitation amount		918.28%		1247.01%
Amount of adjusted capital and surplus used to determine recovery period and threshold limitation	$	2,031,818	$	1,340,863

56

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

The following table presents the impact of tax planning strategies:

	December 31, 2020                      December 31, 2019												Change
	Ordinary			Capital			Ordinary			Capital			Ordinary			Capital
Adjusted gross deferred tax asset	$	481,393		$	—		$	224,934		$	—		$	256,459		$	—
% of adjusted gross deferred tax asset by character attributable to tax planning strategies		—	%		—	%		—	%		—	%		—	%		—	%
Net admitted adjusted gross deferred tax assets	$	141,217		$	8,930		$	115,499		$	1,382		$	25,718		$	7,548
% of net admitted adjusted gross deferred tax asset by character attributable to tax planning strategies		—	%		—	%		—	%		—	%		—	%		—	%

The Company’s 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,
	2020			2019			Change
Current income tax	$	(20,260	)	$	(98,474	)	$	78,214
Federal income tax on net capital gains		12,592			120,618			(108,026	)
Total	$	(7,668	)	$	22,144		$	(29,812	)
	Year Ended December 31,
	2019			2018			Change
Current income tax	$	(98,474	)	$	(17,604	)	$	(80,870	)
Federal income tax on net capital gains		120,618			1,030			119,588
Total	$	22,144		$	(16,574	)	$	38,718

57

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:	2020			2019			Change
Ordinary:
Reserves	$	38,987		$	33,451		$	5,536
Investments		1,784			2,025			(241	)
Pension accrual		11			—			11
Provision for dividends		2,168			2,334			(166	)
Fixed assets		1,792			3,320			(1,528	)
Compensation and benefit accrual		20,843			23,408			(2,565	)
Receivables - non-admitted		13,737			16,568			(2,831	)
Tax credit carryforward		111,979			114,265			(2,286	)
Ceding commission-reinsurance		270,929			—			270,929
Other		19,163			29,563			(10,400	)
Total ordinary gross deferred tax assets		481,393			224,934			256,459
Valuation allowance adjustment		—			—			—
Total adjusted ordinary gross deferred tax assets		481,393			224,934			256,459
Non-admitted ordinary deferred tax assets		(340,176	)		(109,435	)		(230,741	)
Admitted ordinary deferred tax assets		141,217			115,499			25,718
Capital:								—
Investments		—			—			—
Total capital gross deferred tax assets		—			—			—
Valuation allowance adjustment		—			—			—
Total adjusted gross capital deferred tax assets		—			—			—
Non-admitted capital deferred tax assets		8,930			1,382			7,548
Admitted capital deferred tax assets		8,930			1,382			7,548
Total admitted deferred tax assets	$	150,147		$	116,881		$	33,266
Deferred income tax liabilities:
Ordinary:
Investments	$	(547	)	$	—		$	(547	)
Premium receivable		(3,414	)		(3,192	)		(222	)
Policyholder reserves		(10,931	)		(14,089	)		3,158
Experience refunds		—			—			—
Other		(366	)		(1,015	)		649
Total ordinary deferred tax liabilities		(15,258	)		(18,296	)		3,038
Capital
Investments	$	(8,930	)	$	(1,382	)	$	(7,548	)
Total capital deferred tax liabilities		(8,930	)		(1,382	)		(7,548	)
Total deferred tax liabilities	$	(24,188	)	$	(19,678	)	$	(4,510	)
Net admitted deferred income tax asset	$	125,959		$	97,203		$	28,756

58

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,
	2020			2019			Change
Total deferred income tax assets	$	481,393		$	224,934		$	256,459
Total deferred income tax liabilities		(24,188	)		(19,678	)		(4,510	)
Net deferred income tax asset	$	457,205		$	205,256			251,949
Tax effect of unrealized capital gains (losses)								5,187
Other surplus								(422	)
Change in net deferred income tax							$	256,714
	December 31,
	2019			2018			Change
Total deferred income tax assets	$	224,934		$	371,710		$	(146,776	)
Total deferred income tax liabilities		(19,678	)		(31,065	)		11,387
Net deferred income tax asset	$	205,256		$	340,645			(135,389	)
Tax effect of unrealized capital gains (losses)								7,108
Other surplus								(1,119	)
Change in net deferred income tax							$	(129,400	)

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% to income before income taxes. The significant items causing this difference are as follows:

	December 31,
	2020			2019			2018
Income tax expense at statutory rate		$                (356,646	)	$	61,396		$	60,337
Earnings from subsidiaries		(30,013	)		(22,849	)		(22,003	)
Swap gain on debt refinancing		—			—			8,175
Ceding commission from Protective, net of transaction expenses		(17,540	)		112,889			—
Dividend received deduction		(5,553	)		(6,161	)		(6,657	)
Tax adjustment for interest maintenance reserve		130,717			(1,739	)		(5,221	)
Interest maintenance reserve release on Protective transaction		—			(107,527	)		—
Prior year adjustment		552			(1,695	)		(4,124	)
Tax effect on non-admitted assets		4,884			3,425			(3,476	)
Tax credits		(2,963	)		(3,660	)		(2,901	)
Income tax on realized capital gain (loss)		12,592			120,618			1,030
Tax contingency		931			1,129			(607	)
Other		(1,343	)		(4,282	)		(395	)
Total	$	(264,382	)	$	151,544		$	24,158
	2020			2019			2018
Federal income taxes incurred	$	(7,668	)	$	22,144		$	(16,574	)
Change in net deferred income taxes		(256,714	)		129,400			40,732
Total income taxes	$	(264,382	)	$	151,544		$	24,158

59

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

As of December 31, 2020, the Company had no operating loss carryforwards.

As of December 31, 2020, the Company has Guaranteed Federal Low Income Housing tax credit carryforwards of $111,979. These credits will begin to expire in 2031.

As of December 31, 2020, the Company has foreign tax credit carryforwards of $0.

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, 2020	$	20,366
Year Ended December 31, 2019		132,977
Year Ended December 31, 2018		4,146

The Company has no deposits admitted under Section 6603 of the Internal Revenue Code.

The Company’s federal income tax return is consolidated with the following entities (the “U.S. Consolidated Group”):

Great-West Lifeco U.S. LLC

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 Investor Services, Inc.

PanAgora Holdings, Inc

PanAgora Asset Management, Inc.

Putnam Advisory Holdings, LLC

Putnam Advisory Holdings II, LLC

Empower Retirement, LLC

Advised Assets Group, LLC

Great-West Trust Company, LLC

Great-West Capital Management, LLC

Personal Capital Corporation

Personal Capital Advisors Corporation

Personal Capital Services Corporation

Personal Capital Technology Corporation

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.

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.

60

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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 No. 101. As of December 31, 2020 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, 2020 and 2019, the Company recognized approximately $931 and $1,129 of expense from interest and penalties related to the uncertain tax positions. The Company had $2,374 and $1,443 accrued for the payment of interest and penalties at December 31, 2020 and 2019, respectively.

The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company’s parent, with which it files a consolidated federal income tax return, is under examination for tax years 2007 through 2014 with respect to foreign tax credit refund claims. Tax Years 2015 through 2019 are open to federal examination by the Internal Revenue Service. The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state or local audits.

The Company does not have any foreign operations as of the periods ended December 31, 2020 and December 31, 2019 and therefore is not subject to the tax on Global Intangible Low-Taxed Income.

16. Employee Benefit Plans

Post-Retirement Medical and Supplemental Executive Retirement Plans

Previously, the Company sponsored an unfunded Post-Retirement Medical Plan (the “Medical Plan”) that provided health benefits to retired employees who are not Medicare eligible. The Medical Plan is contributory and contains other cost sharing features which may be adjusted annually for the expected general inflation rate. The Company’s policy is to fund the cost of the Medical Plan benefits in amounts determined at the discretion of management. Effective January 1, 2020, the Company transferred the Medical Plan to its subsidiary, Empower.

The Company provides Supplemental Executive Retirement Plans to certain key executives. These plans provide key executives with certain benefits upon retirement, disability or death based upon total compensation. The Company has purchased individual life insurance policies with respect to each employee covered by 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.

61

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 Company’s 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,
	2020			2019			2020			2019			2020			2019
Change in projected benefit obligation:
Benefit obligation, January 1	$	22,696		$	19,539		$	40,801		$	37,562		$	63,497		$	57,101
Service cost		—			1,435			—			—			—			1,435
Interest cost		—			825			1,175			1,510			1,175			2,335
Actuarial (gain) loss		—			2,059			2,753			4,109			2,753			6,168
Regular benefits paid		—			(1,162	)		(2,566	)		(2,380	)		(2,566	)		(3,542	)
Benefit obligation transferred to Empower		(22,696	)		—			—			—			(22,696	)		—
Benefit obligation and under funded status, December 31	$	—		$	22,696		$	42,163		$	40,801		$	42,163		$	63,497
Accumulated benefit obligation		—		$	22,696			42,163			40,801			42,163		$	63,497
	Post-Retirement Medical Plan						Supplemental Executive Retirement Plan						Total
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019			2020			2019
Change in plan assets:
Fair Value of plan assets, January 1	$	—		$	—		$	—		$	—		$	—		$	—
Employer contributions		—			1,162			2,566			2,380			2,566			3,542
Regular Benefits paid		—			(1,162	)		(2,566	)		(2,380	)		(2,566	)		(3,542	)
Fair 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 Company’s Post-Retirement Medical and Supplemental Executive Retirement plans:

	Post-Retirement Medical Plan					Supplemental Executive Retirement Plan						Total
	December 31,					December 31,						December 31,
	2020		2019			2020			2019			2020			2019
Amounts recognized in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus:
Accrued benefit liability	$	—	$	(22,224	)	$	(38,349	)	$	(39,470	)	$	(38,349	)	$	(61,694	)
Liability for pension benefits		—		(472	)		(3,814	)		(1,331	)		(3,814	)		(1,803	)
Total other liabilities	$	—	$	(22,696	)	$	(42,163	)	$	(40,801	)	$	(42,163	)	$	(63,497	)
Unassigned surplus (deficit)	$	—	$	(472	)	$	(3,814	)	$	(1,331	)	$	(3,814	)	$	(1,803)

62

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 Company’s Post-Retirement Medical and Supplemental Executive Retirement plans:

	Post-Retirement Medical Plan					Supplemental Executive Retirement Plan						Total
	December 31,					December 31,						December 31,
	2020		2019			2020			2019			2020			2019
Unrecognized net actuarial gain (loss)	$	—	$	2,869		$	(3,515	)	$	(732	)	$	(3,515	)	$	2,137
Unrecognized prior service cost		—		(3,341	)		(299	)		(599	)		(299	)		(3,940	)

The following table presents amounts in unassigned funds recognized as components of net periodic benefit cost for the Company’s 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,
	2020			2019			2020			2019			2020			2019
Items not yet recognized as component of net periodic cost on January 1,	$	(472	)	$	995		$	(1,331	)	$	2,529		$	(1,803	)	$	3,524
Transferred to Empower		472			—			—			—			472			—
Prior service cost recognized in net periodic cost		—			817			299			299			299			1,116
(Gain) loss recognized in net periodic cost		—			(225	)		(29	)		(50	)		(29	)		(275	)
Gain (loss) arising during the year		—			(2,059	)		(2,753	)		(4,109	)		(2,753	)		(6,168	)
Items not yet recognized as component of net periodic cost on December 31	$	—		$	(472	)	$	(3,814	)	$	(1,331	)	$	(3,814	)	$	(1,803	)

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, 2021:

	Post-Retirement Medical Plan		Supplemental Executive Retirement Plan			Total
Net actuarial gain	$	—	$	(29	)	$	(29	)
Prior service cost		—		299			299

The expected benefit payments for the Company’s Supplemental Executive Retirement plan for the years indicated are as follows:

	2021		2022		2023		2024		2025		2026 through 2030
Supplemental executive retirement plan		2,567		10,282		5,756		2,179		1,962		8,382

63

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,
	2020		2019			2018			2020			2019			2018			2020			2019			2018
Components of net periodic cost (benefit):
Service cost	$	—	$	1,435		$	1,425		$	—		$	—		$	—		$	—		$	1,435		$	1,425
Interest cost		—		825			703			1,175			1,510			1,356			1,175			2,335			2,059
Amortization of unrecognized prior service cost		—		817			817			299			299			324			299			1,116			1,141
Amortization of gain from prior periods		—		(225	)		(82	)		(29	)		(50	)		(45	)		(29	)		(275	)		(127	)
Net periodic cost	$	—	$	2,852		$	2,863		$	1,445		$	1,759		$	1,635		$	1,445		$	4,611		$	4,498

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, 2020 and 2019:

	Post-Retirement Medical Plan
	December 31,
	2020	2019
Discount rate	N/A	3.16%
Initial health care cost trend	N/A	6.00%
Ultimate health care cost trend	N/A	5.00%
Year ultimate trend is reached	N/A	2024
	Supplemental Executive Retirement Plan
	December 31,
	2020	2019
Discount rate	2.09%	2.98%
Rate of compensation increase	N/A	N/A

During 2020, the Company adopted the Society of Actuaries Morality Improvement Scale (MP-2020).

During 2019, the Company adopted the Society of Actuaries Morality Improvement Scale (MP-2019).

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,
	2020	2019
Discount rate	N/A	4.34%
Initial health care cost trend	N/A	6.25%
Ultimate health care cost trend	N/A	5.00%
Year ultimate trend is reached	N/A	2024

64

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

	Supplemental Executive Retirement Plan
	Year Ended December 31,
	2020	2019
Discount rate	2.98%	4.16%
Rate of compensation increase	N/A	N/A

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.

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 Company’s share of net expense for the pension plan was $7,806, $14,842 and $3,057 during the years ended December 31, 2020, 2019 and 2018.

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 Other liabilities in the accompanying statutory financial statements, are $49,595 and $41,792 at December 31, 2020 and 2019, respectively.

Previously, the Company sponsored 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”). Effective January 1, 2020, the Company transferred the qualified defined contribution benefit plan to its subsidiary, Empower Retirement, LLC. Previously, the Company matched a percentage of employee contributions in cash. The Company recognized $0, $24,955 and $11,935 in expense related to this plan for the years ended December 31, 2020, 2019 and 2018, respectively.

17. Share-Based Compensation

Equity Awards

Lifeco, of which the Company is an indirect wholly-owned subsidiary, maintains the Great-West Lifeco Inc. Stock Option Plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. Options are granted with exercise prices not less than the average market price of the shares on the five days preceding the date of the grant. 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 Company’s 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 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.

65

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

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,
	2020		2019		2018
Lifeco Stock Plan	$	593	$	899	$	768
Performance Share Unit Plan		6,431		15,458		5,388
Total compensation expense	$	7,024	$	16,357	$	6,156
Income tax benefits	$	1,465	$	3,414	$	1,243

During the year ended December 31, 2020, 2019 and 2018, the Company had $48, $(67) and $26 respectively, income tax benefits (expense) realized from stock options exercised.

The following table presents the total unrecognized compensation expense related to share-based compensation at December 31, 2020 and the expected weighted average period over which these expenses will be recognized:

	Expense		Weighted average       period (years)
Lifeco Stock Plan	$	709		1.4
Performance Share Unit Plan		5,562		1.2

66

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Equity Award Activity

During the year ended December 31, 2020, Lifeco did not grant stock options to employees of the Company.

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, 2020		3,450,130		$	25.03
Granted		—			—
Exercised		(210,900	)		20.78
Cancelled and expired		(67,760	)		25.89
Outstanding, December 31, 2020		3,171,470			25.95	5.5	$	1,362
Vested and expected to vest, December 31, 2020		3,171,470			25.89	5.5		1,362
Exercisable, December 31, 2020		2,170,850			26.11	4.6		1,332

⁽¹⁾ The aggregate intrinsic value is calculated as the difference between the market price of Lifeco common shares on December 31, 2020 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,
	2020		2019		2018
Weighted average fair value of options granted		NA	$	2.32	$	0.95
Intrinsic value of options exercised (1)		1,097		3,282		345
Fair value of options vested		911		1,358		1,115

⁽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.

There were no options granted during 2020. The fair value of the options granted during the years ended December 31, 2019 and 2018 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,
	2020		2019			2018
Dividend yield		NA		5.46	%		4.55	%
Expected volatility		NA		19.68	%		9.01	%
Risk free interest rate		NA		1.83	%		2.03	%
Expected duration (years)		NA		6.0			6.0

67

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Liability Award Activity

The following table summarizes the status of, and changes in, the Performance Share Unit Plan units granted to Company employees which are outstanding:

	Performance Units
Outstanding, January 1, 2020		1,156,384
Granted		67,511
Forfeited		(7,063	)
Paid		(258,005	)
Outstanding, December 31, 2020		958,827
Vested and expected to vest, December 31, 2020		958,827

The cash payment in settlement of the Performance Share Unit Plan units was $8,569, $5,815 and $4,104 for the years ended December 31, 2020, 2019 and 2018, respectively.

18. Participating Insurance

Individual life insurance premiums paid, net of reinsurance, under individual life insurance participating policies were 55%, (1)%, and 1% of total individual life insurance premiums earned during the years ended December 31, 2020, 2019 and 2018 respectively. The Company accounts for its policyholder dividends based upon the three-factor formula. The Company paid dividends in the amount of $18,497, $23,461 and $31,276 to its policyholders during the years ended December 31, 2020, 2019 and 2018, respectively.

19. Concentrations

No customer accounted for 10% or more of the Company’s revenues during the year ended December 31, 2020. In addition, the Company is not 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 Company’s estimated future contractual obligations:

	Payment due by period
	2021		2022		2023		2024		2025		Thereafter		Total
Surplus notes - principal (1)	$	—	$	—	$	—	$	—	$	527,500	$	358,219	$	885,719
Surplus notes - interest (2)		23,965		23,965		23,965		23,965		22,304		381,066		499,230
Investment purchase obligations (3)		492,805								1,125		5,000		498,930
Operating leases (4)		6,488		3,727		3,234		3,185		2,814		19,145		38,593
Other liabilities (5)		5,241		22,732		18,381		4,804		5,262		27,882		84,302
Total	$	528,499	$	50,424	$	45,580	$	31,954	$	559,005	$	791,312	$	2,006,774

⁽¹⁾ Surplus notes principal - Represents contractual maturities of principal due to the Company’s 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

68

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

Company’s Statement of Admitted Assets, Liabilities, Capital and Surplus because of the $36,262 of unamortized debt modification gain as discussed in Footnote 14.

⁽²⁾ Surplus notes interest - All surplus notes bear 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, 2020.

⁽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, 2020 and 2019 were $498,930 and $131,651, of which $447,515 and $120,990 were related to limited partnership interests. Related party transactions comprise of $94,803 and $0 of the unfunded limited partnership interests at December 31, 2020 and 2019, respectively. At December 31, 2020 and 2019, $492,805 and $131,651 were due within one year, $1,125 and $0 were due within four to five years, and $5,000 and $0 were due after five 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 Company’s operating lease obligations. Rent expense for the years ended December 31, 2020, 2019 and 2018 were $25,324, $33,473 and $27,768 respectively.

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 Company’s supplemental executive retirement plan through 2027

• Unrecognized tax benefits

• Miscellaneous purchase obligations to acquire goods and services

• Sport partner sponsorship payments

• Personal Capital Corporation contingent payment consideration

As part of the Personal Capital Corporation acquisition, the Company included contingent consideration based on the potential achievement of certain key metrics. An initial contingent consideration earn-out value of $20 million represents management’s best estimate, and it could be up to $175 million based on the achievement of growth in assets under management metrics defined in the Merger Agreement, payable following measurements through December 31, 2021 and December 31, 2022

Originally entered into on March 1, 2018 and as amended on July 7, 2020, the Company has a revolving credit facility agreement in the amount of $50,000 for general corporate purposes. The credit facility has 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 $673,000, 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, 2020 and 2019. At December 31, 2020 and 2019 there were no outstanding amounts related to the current and prior credit facilities.

69

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Statutory Financial Statements

(In Thousands, Except Share Amounts)

In addition, the Company has other letters of credit with a total amount of $8,595, renewable annually for an indefinite period of time. At December 31, 2020 and 2019, there were no outstanding amounts related to those letters of credit.

In October 2020, the Company became a member of the FHLB of Topeka. FHLB provides access to billions of low-cost funding dollars to banks, credit unions, insurance companies and community development financial institutions in the United States. At December 31, 2020, the Company had an estimated borrowing capacity of approximately $2,500,000. All borrowings must be collateralized and the required collateral amount is based on the type of investment securities pledged. No amount was borrowed as of December 31, 2020. Additionally, the Company was required to purchase FHLB of Topeka stock and, at December 31, 2020 owns $500 of Class A stock which are currently not eligible for redemption.

Contingencies

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

The Company 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 liabilities transferred and ceding commission received at the closing of the Protective transaction were subject to future adjustments. In October 2019, Protective Life provided the Company with its listing of proposed adjustments with respect to the liabilities transferred, which the Company formally objected to in December 2019. In November 2020, the parties reached resolution and settled cash for adjustments which did not have a material effect on the consolidated financial position of the Company and no further adjustments are expected.

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 Company’s 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, 2020 and 2019 for obligations under the guarantee.

21.  Subsequent Events

Management has evaluated subsequent events for potential recognition or disclosure in the Company’s statutory financial statements through April 1, 2021, the date on which they were issued. On February 3, 2021, the Company’s Board of Directors declared a dividend of $100,000. The dividend was paid on March 29, 2021 to the Company’s sole shareholder, GWL&A Financial. Prior to the payment of this dividend, the Company received approval from the Colorado Insurance Commissioner.

70

SUPPLEMENTAL SCHEDULES

(See Independent Auditors’ Report)

71

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Supplemental Schedule of Selected Statutory Financial Data

As of and for the Year Ended December 31, 2020

(In Thousands)

Investment income earned:
U.S. Government bonds	$	1,631
Other bonds (unaffiliated)		472,771
Bonds of affiliates		564
Preferred stocks (unaffiliated)		3
Common stocks (unaffiliated)		151
Mortgage loans		107,249
Real estate		28,964
Contract loans		197,843
Cash, cash equivalents and short-term investments		5,862
Derivative instruments		18,840
Other invested assets		155,506
Aggregate write-ins for investment income		5,303
Gross investment income	$	994,687
Real estate owned - Book value less encumbrances:	$	43,776
Mortgage loans - Book value:
Commercial mortgages	$	4,124,412
Mortgage loans by standing - Book value:
Good standing	$	4,124,412
Other long-term invested assets - Statement value:	$	504,876
Bonds and stocks of parents, subsidiaries and affiliates - Book value:
Bonds	$	6,433
Common stocks	$	62,550
Bonds and short-term investments by maturity and NAIC designation:
Bonds by maturity - Statement value:
Due within one year or less	$	1,833,337
Over 1 year through 5 years		8,459,940
Over 5 years through 10 years		10,905,977
Over 10 years through 20 years		3,262,440
Over 20 years		2,105,662
Total by maturity		$26,567,356

72

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Supplemental Schedule of Selected Statutory Financial Data

As of and for the Year Ended December 31, 2020

(In Thousands)

Bonds and short-term investments by NAIC designation - Statement value:
NAIC 1	$	14,774,212
NAIC 2		11,083,416
NAIC 3		661,042
NAIC 4		46,004
NAIC 5		2,312
NAIC 6		370
Total by NAIC designation	$	26,567,356
Total bonds publicly traded	$	14,796,022
Total bonds privately placed	$	11,771,334
Preferred stocks - Statement value	$	119,687
Common stocks - Market value	$	223,883
Short-term investments - Book value	$	408,168
Options, caps and floors owned - Statement value	$	34
Collar, swap and forward agreements open - Statement value	$	30,313
Futures contracts open - Current value	$	5,334

73

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Supplemental Schedule of Selected Statutory Financial Data

As of and for the Year Ended December 31, 2020

(In Thousands)

Life insurance in-force:
Ordinary	$	3,588,007
Group life		—
Life insurance policies with disability provisions in-force:
Ordinary	$	9,504
Group life		18,617,777
Supplementary contracts in-force:
Ordinary - not involving life contingencies:
Amount on deposit	$	—
Income payable		—
Ordinary - involving life contingencies:
Income payable		—
Group - not involving life contingencies:
Amount on deposit		—
Income payable		—
Group - involving life contingencies:
Income payable		125
Annuities:
Ordinary:
Immediate - amount of income payable	$	49
Deferred - fully paid account balance		318
Deferred - not fully paid - account balance		—
Group:
Certificates - amount of income payable	$	60,137
Certificates - fully paid account balance		1,489
Certificates - not fully paid account balance		31,651,605
Accident and health insurance - equivalent premiums in-force:
Group	$	—
Deposit funds and dividend accumulations
Deposit funds - account balance		28,062
Deposit accumulations - account balance		18,257
Claim payments:
Group accident and health:
2020	$	5,078
2019		9,460
2018		5,486
2017		2,786
2016		2,829
Prior		16,848

74

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Supplemental Schedule of Selected Statutory Financial Data

As of and for the Year Ended December 31, 2020

(In Thousands)

Supplemental Schedule of the Annual Audit Report

Supplemental Schedule Regarding Reinsurance Contracts with Risk-Limiting Features

Reinsurance contracts subject to Appendix A-791—Life and Health Reinsurance Agreements of the NAIC Accounting Practices and Procedures Manual:

The Company has not entered into, renewed or amended reinsurance contracts on or after January 1, 1996, which include risk-limiting features, as described in SSAP No. 61R—Life, Deposit-Type and Accident and Health Reinsurance (SSAP No. 61R). Deposit accounting, as described in SSAP No. 61R was not applied for reinsurance contracts, which include risk-limiting features since the Company does not have applicable contracts.

Reinsurance contracts NOT subject to Appendix A-791—Life and Health Reinsurance Agreements of the NAIC Accounting Practices and Procedures Manual:

The Company has not applied reinsurance accounting, as described in in SSAP No. 61R, to reinsurance contracts entered into, renewed or amended on or after January 1, 1996, which include risk-limiting features, as described in SSAP No. 61R since the Company does not have applicable contracts. As such, the reinsurance reserve credit, as described in SSAP No. 61R, was not reduced.

Payments to reinsurers (excluding reinsurance contracts with a federal or state facility):

The Company has not entered into, renewed or amended reinsurance contracts on or after January 1, 1996, which contain provisions that allow (1) the reporting of losses or settlements with the reinsurer to occur less frequently than quarterly or (2) payments due from the reinsurer to not be made in cash within ninety days of the settlement date unless there is no activity during the period.

The Company has not entered into, renewed or amended reinsurance contracts on or after January 1, 1996, which contain a payment schedule, accumulating retentions from multiple years or any features inherently designed to delay timing of the reimbursement to the ceding company.

Reinsurance contracts NOT subject to Appendix A-791—Life and Health Reinsurance Agreements of the NAIC Accounting Practices and Procedures Manual and NOT yearly-renewable term that meet the risk transfer requirements under SSAP No. 61R:

The Company has not reflected reinsurance reserve credit for any reinsurance contracts entered into, renewed or amended on or after January 1, 1996 for the following:

a. Assumption reinsurance

b. Non-proportional reinsurance that does not result in significant surplus relief

The Company does not prepare financial information under generally accepted accounting principles (“GAAP”). As such, the Company has not ceded any risk during the period ended December 31, 2020 under any reinsurance contracts entered into, renewed or amended on or after January 1, 1996, that applies reinsurance accounting, as described under SSAP No. 61R for statutory accounting principles (SAP) and applies deposit accounting under GAAP.

The Company has not ceded any risk during the period ended December 31, 2020 under any reinsurance contracts entered into, renewed or amended on or after January 1, 1996, accounted for as reinsurance under GAAP and as a deposit under SSAP No. 61R.

75

COLI VUL-2 Series Account

of Great-West Life & Annuity

Insurance Company

Annual Statement as of and for the year ended

December 31, 2020 and Report of Independent

Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Contract Owners of COLI VUL-2 Series Account and the Board of Directors of Great-West Life & Annuity Insurance Company

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, 2020, 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, 2020, and 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 Account’s management. Our responsibility is to express an opinion on the Series Account’s 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 audits 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 Account’s 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, 2020, by correspondence with mutual fund companies. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

May 10, 2021

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 assets and liabilities	Statement of operations	Statements of changes in net assets
ALGER SMALL CAP GROWTH PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
AMERICAN CENTURY INVESTMENTS VP CAPITAL APPRECIATION FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND	N/A	N/A	For the period January 1, 2019 to November 25, 2019
AMERICAN CENTURY INVESTMENTS VP INFLATION PROTECTION FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period March 13, 2019 to December 31, 2019
AMERICAN CENTURY INVESTMENTS VP ULTRA FUND	N/A	N/A	For the period November 26, 2019 to December 5, 2019
AMERICAN CENTURY INVESTMENTS VP VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
AMERICAN FUNDS IS GROWTH FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
AMERICAN FUNDS IS GROWTH AND INCOME FUND	December 31, 2020	For the period of September 21, 2020 to December 31, 2020	For the period of September 21, 2020 to December 31, 2020
AMERICAN FUNDS IS INTERNATIONAL FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
AMERICAN FUNDS IS NEW WORLD FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
BLACKROCK GLOBAL ALLOCATION VI FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
BLACKROCK HIGH YIELD VI FUND	December 31, 2020	For the period of September 21, 2020 to December 31, 2020	For the period of September 21, 2020 to December 31, 2020
BNY MELLON STOCK INDEX FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
BNY MELLON VIF INTERNATIONAL EQUITY PORTFOLIO	N/A	For the period of January 1, 2020 to May 4, 2020	For the period of January 1, 2020 to May 4, 2020 and for the year ended December 31, 2019

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

CLEARBRIDGE VARIABLE MID CAP PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
DAVIS FINANCIAL PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
DAVIS VALUE PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
DELAWARE VIP INTERNATIONAL SERIES	December 31, 2020	For the period of December 11, 2020 to December 31, 2020	For the period of December 11, 2020 to December 31, 2020
DELAWARE VIP INTERNATIONAL VALUE EQUITY SERIES	N/A	For the period of January 1, 2020 to December 11, 2020	For the period of January 1, 2020 to December 11, 2020 and for the year ended December 31, 2019
DELAWARE VIP SMALL CAP VALUE SERIES	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
DWS CROCI® U.S. VIP	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
DWS HIGH INCOME VIP	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
DWS SMALL CAP INDEX VIP	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
DWS SMALL MID CAP VALUE VIP	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
EATON VANCE VT FLOATING-RATE INCOME FUND	December 31, 2020	For the period of September 21, 2020 to December 31, 2020	For for the period of September 21, 2020 to December 31, 2020
FEDERATED HERMES KAUFMANN FUND II	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
FIDELITY VIP CONTRAFUND PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
FIDELITY VIP EMERGING MARKETS PORTFOLIO	December 31, 2020	For the period of September 21, 2020 to December 31, 2020	For the period of September 21, 2020 to December 31, 2020
FIDELITY VIP GROWTH PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
FIDELITY VIP MID CAP PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GOLDMAN SACHS VIT MID CAP VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020

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

GOLDMAN SACHS VIT MULTI-STRATEGY ALTERNATIVES PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period March 13, 2019 to December 31, 2019
GREAT-WEST AGGRESSIVE PROFILE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST ARIEL MID CAP VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST BOND INDEX FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST CONSERVATIVE PROFILE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST CORE BOND FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST EMERGING MARKETS EQUITY FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST GLOBAL BOND FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST GOVERNMENT MONEY MARKET FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST INFLATION-PROTECTED SECURITIES FUND	December 31, 2020	For the period of September 21, 2020 to December 31, 2020	For the period of September 21, 2020 to December 31, 2020
GREAT-WEST INTERNATIONAL INDEX FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST INTERNATIONAL VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LARGE CAP GROWTH FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LARGE CAP VALUE FUND INVESTOR II CLASS	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period October 28, 2019 to December 31, 2019
GREAT-WEST LIFETIME 2015 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LIFETIME 2020 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LIFETIME 2025 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LIFETIME 2030 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LIFETIME 2035 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LIFETIME 2040 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LIFETIME 2045 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LIFETIME 2050 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST LIFETIME 2055 FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020

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 MID CAP VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST MODERATE PROFILE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST MODERATELY AGGRESSIVE PROFILE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST MODERATELY CONSERVATIVE PROFILE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST MULTI-SECTOR BOND FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST REAL ESTATE INDEX FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST S&P MID CAP 400® INDEX FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST S&P SMALL CAP 600® INDEX FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST SHORT DURATION BOND FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST SMALL CAP VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST T. ROWE PRICE MID CAP GROWTH FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
GREAT-WEST T. ROWE PRICE EQUITY INCOME FUND	N/A	N/A	For the period January 1, 2019 to October 28, 2019
GREAT-WEST U.S. GOVERNMENT SECURITIES FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
INVESCO OPPENHEIMER V.I. MAIN STREET SMALL CAP FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
INVESCO V.I. CORE EQUITY FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
INVESCO V.I. GLOBAL REAL ESTATE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
INVESCO V.I. HEALTH CARE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
INVESCO V.I. INTERNATIONAL GROWTH FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
INVESCO V.I. MID CAP CORE EQUITY FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
INVESCO V.I. TECHNOLOGY FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
JANUS HENDERSON VIT BALANCED PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
JANUS HENDERSON VIT ENTERPRISE PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period June 5, 2019 to December 31, 2019

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

JANUS HENDERSON VIT FLEXIBLE BOND PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
JANUS HENDERSON VIT FORTY PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
JANUS HENDERSON VIT GLOBAL RESEARCH PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
JANUS HENDERSON VIT GLOBAL TECHNOLOGY AND INNOVATION PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
JANUS HENDERSON VIT OVERSEAS PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
LORD ABBETT SERIES DEVELOPING GROWTH PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
LORD ABBETT SERIES TOTAL RETURN PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period March 13, 2019 to December 31, 2019
MFS VIT GROWTH SERIES	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period January 17, 2019 to December 31, 2019
MFS VIT II INTERNATIONAL GROWTH PORTFOLIO	December 31, 2020	For the period of September 21, 2020 to December 31, 2020	For the period of September 21, 2020 to December 31, 2020
MFS VIT III BLENDED RESEARCH SMALL CAP EQUITY PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period March 13, 2019 to December 31, 2019
MFS VIT III GLOBAL REAL ESTATE PORTFOLIO	December 31, 2020	For the period of September 21, 2020 to December 31, 2020	For the period September 21, 2020 to December 31, 2020
MFS VIT III MID CAP VALUE PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
MFS VIT MID CAP GROWTH SERIES	December 31, 2020	For the period of April 21, 2020 to December 31, 2020	For the period April 21, 2020 to December 31, 2020 and for the period January 1, 2019 to January 17, 2019
MFS VIT RESEARCH SERIES	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period March 13, 2019 to December 31, 2019
MFS VIT TOTAL RETURN BOND SERIES	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
MFS VIT VALUE SERIES	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
NEUBERGER BERMAN AMT MID CAP GROWTH PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020

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

NEUBERGER BERMAN AMT SUSTAINABLE EQUITY PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PIMCO VIT GLOBAL BOND OPPORTUNITIES PORTFOLIO (UNHEDGED)	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period March 13, 2019 to December 31, 2019
PIMCO VIT HIGH YIELD PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PIMCO VIT LOW DURATION PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PIMCO VIT REAL RETURN PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PIMCO VIT TOTAL RETURN PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PIONEER REAL ESTATE SHARES VCT PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PUTNAM VT EQUITY INCOME FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PUTNAM VT GLOBAL ASSET ALLOCATION FUND	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period April 8, 2019 to December 31, 2019
PUTNAM VT GLOBAL EQUITY FUND	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period March 13, 2019 to December 31, 2019
PUTNAM VT GROWTH OPPORTUNITIES FUND	December 31, 2020	For the year ended December 31, 2020	For the year ended December 31, 2020 and for the period June 5, 2019 to December 31, 2019
PUTNAM VT HIGH YIELD FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PUTNAM VT INCOME FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PUTNAM VT INTERNATIONAL VALUE FUND	December 31, 2020	For the period of April 16, 2020 to December 31, 2020	For the period April 16, 2020 to December 31, 2020
PUTNAM VT INTERNATIONAL GROWTH FUND	N/A	N/A	For the period January 1, 2019 to November 5, 2019
PUTNAM VT SMALL CAP VALUE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
PUTNAM VT SUSTAINABLE FUTURE FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO CLASS II	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
VAN ECK VIP EMERGING MARKETS FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020
VAN ECK VIP GLOBAL HARD ASSETS FUND	December 31, 2020	For the year ended December 31, 2020	For each of the two years in the period ended December 31, 2020

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

VICTORY RS SMALL CAP GROWTH EQUITY VIP December 31, 2020 For the year ended December 31, 2019 For each of the two years in the period ended December 31, 2020

Page 7 of 7

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2020

	INVESTMENT DIVISIONS
		ALGER SMALL     CAP GROWTH PORTFOLIO			AMERICAN CENTURY INVESTMENTS VP CAPITAL   APPRECIATION   FUND			AMERICAN CENTURY   INVESTMENTS   VP INFLATION PROTECTION FUND			AMERICAN CENTURY   INVESTMENTS VP   INTERNATIONAL FUND			AMERICAN CENTURY   INVESTMENTS   VP MID CAP VALUE FUND			AMERICAN CENTURY INVESTMENTS   VP VALUE FUND
ASSETS:
Investments at fair value (1)	$		736,857	$		485,564	$		3,523,604	$		67,321	$		1,640,791	$		1,234,435
Receivable Dividends and Other			-			0			-			-			-			-
Receivable Units of the Account Sold			0			0			0			0			0			0
Total assets			736,857			485,564			3,523,604			67,321			1,640,791			1,234,435
LIABILITIES:
Payable for investments purchased			1			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			1			0			0			0			0			0
Total liabilities			2			0			0			0			0			0
NET ASSETS	$		736,855	$		485,564	$		3,523,604	$		67,321	$		1,640,791	$		1,234,435
NET ASSETS REPRESENTED BY:
Accumulation units	$		736,855	$		485,564	$		3,523,604	$		67,321	$		1,640,791	$		1,234,435
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			2,058			18,984			291,551			3,400			133,123			24,143
UNIT VALUE (ACCUMULATION)	$		358.04	$		25.58	$		12.09	$		19.80	$		12.33	$		51.13
(1)   Cost of investments:	$		429,622	$		367,800	$		3,301,929	$		44,918	$		1,515,080	$		1,166,571
Shares of investments:			16,455			25,198			317,728			4,775			79,883			110,513

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, 2020

	INVESTMENT DIVISIONS
		AMERICAN FUNDS IS GLOBAL SMALL   CAPITALIZATION   FUND			AMERICAN FUNDS IS   GROWTH FUND			AMERICAN FUNDS IS GROWTH AND   INCOME FUND			AMERICAN FUNDS   IS INTERNATIONAL FUND			AMERICAN   FUNDS IS NEW   WORLD FUND			BLACKROCK GLOBAL   ALLOCATION VI   FUND
ASSETS:
Investments at fair value (1)	$		200,720	$		4,621,743	$		329	$		1,131,611	$		2,149,769	$		158,069
Receivable Dividends and Other			0			-			-			0			-			-
Receivable Units of the Account Sold			0			782			0			690			3,547			0
Total assets			200,720			4,622,525			329			1,132,301			2,153,316			158,069
LIABILITIES:
Payable for investments purchased			0			1			0			1			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			783			0			691			3,547			0
Total liabilities			0			783			0			692			3,547			0
NET ASSETS	$		200,720	$		4,621,742	$		329	$		1,131,609	$		2,149,769	$		158,069
NET ASSETS REPRESENTED BY:
Accumulation units	$		200,720	$		4,621,742	$		329	$		1,131,609	$		2,149,769	$		158,069
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			8,208			95,076			24			64,416			68,639			10,145
UNIT VALUE (ACCUMULATION)	$		24.45	$		48.61	$		13.64	$		17.57	$		31.32	$		15.58
(1)   Cost of investments:	$		154,204	$		3,038,679	$		299	$		1,042,793	$		1,581,347	$		156,738
Shares of investments:			6,360			38,783			6			48,072			68,793			8,110

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, 2020

	INVESTMENT DIVISIONS
		BLACKROCK   HIGH YIELD VI FUND			BNY MELLON   STOCK INDEX   FUND			CLEARBRIDGE VARIABLE MID   CAP PORTFOLIO			CLEARBRIDGE   VARIABLE SMALL CAP GROWTH PORTFOLIO			COLUMBIA VARIABLE PORTFOLIO - SMALL CAP   VALUE FUND			DAVIS FINANCIAL   PORTFOLIO
ASSETS:
Investments at fair value (1)	$		29,689	$		25,247,715	$		155,460	$		488,722	$		232,379	$		36,920
Receivable Dividends and Other			-			-			-			-			-			-
Receivable Units of the Account Sold			0			1,075			538			947			0			0
Total assets			29,689			25,248,790			155,998			489,668			232,379			36,920
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			1,075			538			947			0			0
Total liabilities			0			1,075			538			947			0			0
NET ASSETS	$		29,689	$		25,247,715	$		155,460	$		488,722	$		232,379	$		36,920
NET ASSETS REPRESENTED BY:
Accumulation units	$		29,689	$		25,247,715	$		155,460	$		488,722	$		232,379	$		36,920
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			2,639			691,938			9,244			18,459			6,515			1,426
UNIT VALUE (ACCUMULATION)	$		11.25	$		36.49	$		16.82	$		26.48	$		35.67	$		25.89
(1)   Cost of investments:	$		29,650	$		18,855,844	$		129,701	$		408,255	$		182,527	$		36,792
Shares of investments:			3,927			392,838			6,068			13,353			14,371			3,145

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, 2020

	INVESTMENT DIVISIONS
		DAVIS VALUE   PORTFOLIO			DELAWARE VIP   INTERNATIONAL   SERIES			DELAWARE VIP   SMALL CAP VALUE SERIES			DWS CROCI®   U.S. VIP			DWS HIGH   INCOME VIP
ASSETS:
Investments at fair value (1)	$		139,287	$		183,092	$		369,035	$		142,631	$		167,841
Receivable Dividends and Other			-			-			-			-			-
Receivable Units of the Account Sold			0			0			883			1			0
Total assets			139,287			183,092			369,918			142,631			167,841
LIABILITIES:
Payable for investments purchased			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0
Other payables			0			0			883			0			0
Total liabilities			0			0			883			0			0
NET ASSETS	$		139,287	$		183,092	$		369,034	$		142,631	$		167,841
NET ASSETS REPRESENTED BY:
Accumulation units	$		139,287	$		183,092	$		369,034	$		142,631	$		167,841
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			4,360			17,984			24,871			8,459			7,627
UNIT VALUE (ACCUMULATION)	$		31.95	$		10.18	$		14.84	$		16.86	$		22.01
(1)   Cost of investments:	$		134,554	$		182,348	$		335,382	$		153,728	$		161,033
Shares of investments:			15,189			9,556			10,860			11,040			26,941

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, 2020

	INVESTMENT DIVISIONS
		DWS SMALL CAP   INDEX VIP			DWS SMALL MID   CAP VALUE VIP			EATON VANCE   VT FLOATING- RATE INCOME FUND			FEDERATED   HERMES KAUFMANN FUND II			FIDELITY VIP   CONTRAFUND   PORTFOLIO			FIDELITY VIP   EMERGING MARKETS PORTFOLIO
ASSETS:
Investments at fair value (1)	$		8,593,719	$		1,321,624	$		74,129	$		261,954	$		1,948,753	$		103,846
Receivable Dividends and Other			0			-			-			-			0			-
Receivable Units of the Account Sold			1,023			0			0			1			0			0
Total assets			8,594,742			1,321,624			74,129			261,955			1,948,753			103,846
LIABILITIES:
Payable for investments purchased			1			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			1,023			0			0			0			0			0
Total liabilities			1,024			0			0			0			0			0
NET ASSETS	$		8,593,718	$		1,321,624	$		74,129	$		261,955	$		1,948,753	$		103,846
NET ASSETS REPRESENTED BY:
Accumulation units	$		8,593,718	$		1,321,624	$		74,129	$		261,955	$		1,948,753	$		103,846
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			264,577			49,320			6,236			5,703			34,778			7369
UNIT VALUE (ACCUMULATION)	$		32.48	$		26.80	$		11.89	$		45.93	$		56.03	$		14.09
(1)   Cost of investments:	$		7,706,325	$		1,428,668	$		74,129	$		200,380	$		1,395,231	$		103,776
Shares of investments:			494,176			110,135			8,209			10,289			41,702			7,045

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, 2020

	INVESTMENT DIVISIONS
		FIDELITY VIP   GROWTH PORTFOLIO			FIDELITY VIP INVESTMENT   GRADE BOND   PORTFOLIO			FIDELITY VIP   MID CAP PORTFOLIO			GOLDMAN   SACHS VIT MID   CAP VALUE FUND			GOLDMAN SACHS VIT MULTI- STRATEGY ALTERNATIVES PORTFOLIO			GREAT-WEST AGGRESSIVE   PROFILE FUND
ASSETS:
Investments at fair value (1)	$		48,362	$		393,994	$		519,142	$		75,557	$		8,914	$		617,757
Receivable Dividends and Other			-			-			0			-			-			-
Receivable Units of the Account Sold			0			0			0			0			0			0
Total assets			48,362			393,994			519,142			75,557			8,914			617,757
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			0			0			0			0			0
Total liabilities			0			0			0			0			0			0
NET ASSETS	$		48,362	$		393,994	$		519,142	$		75,557	$		8,914	$		617,757
NET ASSETS REPRESENTED BY:
Accumulation units	$		48,362	$		393,994	$		519,142	$		75,557	$		8,914	$		617,757
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			1,085			15,314			7,614			3,864			768			43,284
UNIT VALUE (ACCUMULATION)	$		44.57	$		25.73	$		68.18	$		19.55	$		11.61	$		14.27
(1)   Cost of investments:	$		43,430	$		362,799	$		416,622	$		62,740	$		8,502	$		571,355
Shares of investments:			481			28,717			13,922			4,385			943			97,285

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, 2020

	INVESTMENT DIVISIONS
		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			GREAT-WEST   GLOBAL BOND   FUND
ASSETS:
Investments at fair value (1)	$		344,899	$		3,871,774	$		1,095,707	$		2,775,936	$		96,317	$		1,696,169
Receivable Dividends and Other			-			0			0			-			-			-
Receivable Units of the Account Sold			0			407			0			0			0			329
Total assets			344,899			3,872,181			1,095,707			2,775,936			96,317			1,696,498
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			407			0			0			0			328
Total liabilities			0			407			0			0			0			328
NET ASSETS	$		344,899	$		3,871,774	$		1,095,707	$		2,775,936	$		96,317	$		1,696,170
NET ASSETS REPRESENTED BY:
Accumulation units	$		344,899	$		3,871,774	$		1,095,707	$		2,775,936	$		96,317	$		1,696,170
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			5,682			235,020			89,920			163,551			8,030			108,933
UNIT VALUE (ACCUMULATION)	$		60.70	$		16.47	$		12.19	$		16.97	$		11.99	$		15.57
(1)   Cost of investments:	$		323,032	$		3,712,199	$		1,049,700	$		2,615,736	$		87,150	$		1,645,879
Shares of investments:			28,766			256,070			132,013			240,341			8,740			201,206

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, 2020

	INVESTMENT DIVISIONS
		GREAT-WEST GOVERNMENT   MONEY MARKET   FUND			GREAT-WEST   INFLATION- PROTECTED SECURITIES FUND			GREAT-WEST   INTERNATIONAL   INDEX FUND			GREAT-WEST   INTERNATIONAL   VALUE FUND			GREAT-WEST LARGE CAP   GROWTH FUND			GREAT-WEST LARGE CAP   VALUE FUND   INVESTOR II CLASS
ASSETS:
Investments at fair value (1)	$		23,576,721	$		660,044	$		3,266,900	$		5,286,269	$		179,522	$		2,403,427
Receivable Dividends and Other			6			-			-			-			0			-
Receivable Units of the Account Sold			983			0			323			0			546			0
Total assets			23,577,711			660,044			3,267,224			5,286,269			180,068			2,403,427
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			984			0			323			0			546			0
Total liabilities			984			0			323			0			546			0
NET ASSETS	$		23,576,727	$		660,044	$		3,266,900	$		5,286,269	$		179,522	$		2,403,427
NET ASSETS REPRESENTED BY:
Accumulation units	$		23,576,727	$		660,044	$		3,266,900	$		5,286,269	$		179,522	$		2,403,427
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			1,744,168			57,941			224,701			339,634			2,956			216,382
UNIT VALUE (ACCUMULATION)	$		13.52	$		11.39	$		14.54	$		15.56	$		60.73	$		11.11
(1)   Cost of investments:	$		23,576,721	$		658,781	$		3,153,886	$		5,058,272	$		187,807	$		2,280,371
Shares of investments:			23,576,721			63,102			261,352			439,424			17,531			233,796

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, 2020

	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
ASSETS:
Investments at fair value (1)	$		1,624,754	$		675,423	$		4,742,897	$		2,376,708	$		1,756,915	$		1,423,547
Receivable Dividends and Other			-			-			-			0			-			-
Receivable Units of the Account Sold			0			1,109			5,091			5,347			754			2,424
Total assets			1,624,754			676,532			4,747,988			2,382,055			1,757,669			1,425,971
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			1,109			5,091			5,347			754			2,424
Total liabilities			0			1,109			5,091			5,347			754			2,424
NET ASSETS	$		1,624,754	$		675,423	$		4,742,897	$		2,376,708	$		1,756,915	$		1,423,547
NET ASSETS REPRESENTED BY:
Accumulation units	$		1,624,754	$		675,423	$		4,742,897	$		2,376,708	$		1,756,915	$		1,423,547
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			114,734			46,508			316,780			152,970			109,852			86,651
UNIT VALUE (ACCUMULATION)	$		14.16	$		14.52	$		14.97	$		15.54	$		15.99	$		16.43
(1)   Cost of investments:	$		1,512,412	$		649,845	$		4,337,227	$		2,230,003	$		1,628,070	$		1,337,505
Shares of investments:			110,004			58,377			305,993			199,054			115,815			119,726

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, 2020

	INVESTMENT DIVISIONS
		GREAT-WEST   LIFETIME 2045   FUND			GREAT-WEST   LIFETIME 2050   FUND			GREAT-WEST   LIFETIME 2055   FUND			GREAT-WEST   MID CAP VALUE   FUND			GREAT-WEST MODERATE   PROFILE FUND			GREAT-WEST MODERATELY AGGRESSIVE   PROFILE FUND
ASSETS:
Investments at fair value (1)	$		1,169,931	$		415,345	$		394,324	$		105,139	$		338,360	$		82,569
Receivable Dividends and Other			-			-			-			-			-			-
Receivable Units of the Account Sold			1,440			2			0			199			0			0
Total assets			1,171,370			415,347			394,324			105,338			338,360			82,569
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			1,440			2			0			199			0			0
Total liabilities			1,440			2			0			199			0			0
NET ASSETS	$		1,169,931	$		415,345	$		394,324	$		105,139	$		338,360	$		82,569
NET ASSETS REPRESENTED BY:
Accumulation units	$		1,169,931	$		415,345	$		394,324	$		105,139	$		338,360	$		82,569
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			71,070			24,981			23,964			7,557			25,583			6,070
UNIT VALUE (ACCUMULATION)	$		16.46	$		16.63	$		16.45	$		13.91	$		13.23	$		13.60
(1)   Cost of investments:	$		1,066,550	$		382,020	$		369,697	$		99,332	$		330,115	$		80,761
Shares of investments:			77,121			33,577			21,246			8,452			47,859			10,807

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, 2020

	INVESTMENT DIVISIONS
		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:
Investments at fair value (1)	$		1,401,224	$		403,237	$		301,374	$		7,744,324	$		469,019	$		6,957,530
Receivable Dividends and Other			-			-			-			0			0			-
Receivable Units of the Account Sold			20			0			85			1,653			1,167			16
Total assets			1,401,244			403,237			301,460			7,745,976			470,187			6,957,546
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			20			0			85			1,653			1,167			16
Total liabilities			20			0			85			1,653			1,167			16
NET ASSETS	$		1,401,224	$		403,237	$		301,374	$		7,744,324	$		469,019	$		6,957,530
NET ASSETS REPRESENTED BY:
Accumulation units	$		1,401,224	$		403,237	$		301,374	$		7,744,324	$		469,019	$		6,957,530
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			110,580			8,703			22,273			353,307			25,363			447,403
UNIT VALUE (ACCUMULATION)	$		12.67	$		46.33	$		13.53	$		21.92	$		18.49	$		15.55
(1)   Cost of investments:	$		1,356,310	$		377,120	$		306,009	$		7,361,985	$		431,159	$		6,689,774
Shares of investments:			156,561			27,676			27,751			436,546			36,671			646,010

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, 2020

	INVESTMENT DIVISIONS
		GREAT-WEST SMALL CAP   VALUE FUND			GREAT-WEST T.   ROWE PRICE MID   CAP GROWTH FUND			GREAT-WEST U.S.   GOVERNMENT   SECURITIES FUND			INVESCO   OPPENHEIMER   V.I. MAIN STREET SMALL CAP FUND			INVESCO V.I.   CORE EQUITY   FUND			INVESCO V.I.   GLOBAL REAL   ESTATE FUND
ASSETS:
Investments at fair value (1)	$		1,031,759	$		2,881,634	$		3,947,080	$		345,905	$		24,951	$		1,418,213
Receivable Dividends and Other			-			0			-			0			0			-
Receivable Units of the Account Sold			0			0			0			0			0			0
Total assets			1,031,759			2,881,634			3,947,080			345,905			24,951			1,418,213
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			0			0			0			0			0
Total liabilities			0			0			0			0			0			0
NET ASSETS	$		1,031,759	$		2,881,634	$		3,947,080	$		345,905	$		24,950	$		1,418,213
NET ASSETS REPRESENTED BY:
Accumulation units	$		1,031,759	$		2,881,634	$		3,947,080	$		345,905	$		24,950	$		1,418,213
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			22,846			41,686			158,661			20,176			796			35,603
UNIT VALUE (ACCUMULATION)	$		45.16	$		69.13	$		24.88	$		17.14	$		31.34	$		39.83
(1)   Cost of investments:	$		851,238	$		2,153,575	$		3,750,032	$		277,712	$		26,489	$		1,531,199
Shares of investments:			35,517			77,422			305,738			12,615			820			96,543

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

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2020

	INVESTMENT DIVISIONS
		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			JANUS   HENDERSON VIT   ENTERPRISE PORTFOLIO
ASSETS:
Investments at fair value (1)	$		70,716	$		3,912,685	$		395,227	$		128,922	$		3,426,074	$		775,992
Receivable Dividends and Other			0			0			-			0			0			-
Receivable Units of the Account Sold			0			1			0			0			0			99
Total assets			70,716			3,912,686			395,227			128,922			3,426,074			776,091
LIABILITIES:
Payable for investments purchased			1			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			1			0			0			0			0			99
Total liabilities			1			0			0			0			0			99
NET ASSETS	$		70,714	$		3,912,686	$		395,227	$		128,922	$		3,426,074	$		775,992
NET ASSETS REPRESENTED BY:
Accumulation units	$		70,714	$		3,912,686	$		395,227	$		128,922	$		3,426,074	$		775,992
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			1,517			175,150			12,817			2,638			79,056			41,255
UNIT VALUE (ACCUMULATION)	$		46.61	$		22.34	$		30.84	$		48.87	$		43.34	$		18.81
(1)   Cost of investments:	$		57,098	$		3,327,123	$		435,300	$		89,774	$		2,981,169	$		663,615
Shares of investments:			2,099			92,020			37,391			3,527			78,616			8,237

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, 2020

	INVESTMENT DIVISIONS
		JANUS   HENDERSON VIT   FLEXIBLE BOND PORTFOLIO			JANUS   HENDERSON VIT   FORTY PORTFOLIO			JANUS   HENDERSON VIT   GLOBAL RESEARCH PORTFOLIO			JANUS HENDERSON VIT GLOBAL TECHNOLOGY   AND INNOVATION   PORTFOLIO			JANUS   HENDERSON VIT   OVERSEAS PORTFOLIO			LORD ABBETT   SERIES DEVELOPING GROWTH PORTFOLIO
ASSETS:
Investments at fair value (1)	$		2,760,057	$		2,763,301	$		318,961	$		2,347,486	$		70,414	$		221,769
Receivable Dividends and Other			0			-			-			-			-			-
Receivable Units of the Account Sold			0			0			0			836			0			0
Total assets			2,760,058			2,763,301			318,962			2,348,322			70,414			221,769
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			0			0			836			0			0
Total liabilities			0			0			0			836			0			0
NET ASSETS	$		2,760,058	$		2,763,301	$		318,962	$		2,347,486	$		70,414	$		221,769
NET ASSETS REPRESENTED BY:
Accumulation units	$		2,760,058	$		2,763,301	$		318,962	$		2,347,486	$		70,414	$		221,769
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			86,566			31,742			15,925			25,413			1,928			8,377
UNIT VALUE (ACCUMULATION)	$		31.88	$		87.06	$		20.03	$		92.37	$		36.52	$		26.47
(1)   Cost of investments:	$		2,609,142	$		2,012,886	$		242,862	$		1,650,124	$		56,995	$		146,864
Shares of investments:			216,475			48,479			5,014			115,412			1,843			4,700

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, 2020

	INVESTMENT DIVISIONS
		LORD ABBETT   SERIES TOTAL   RETURN PORTFOLIO			MFS VIT   GROWTH SERIES			MFS VIT II   INTERNATIONAL   GROWTH PORTFOLIO			MFS VIT III BLENDED RESEARCH   SMALL CAP   EQUITY PORTFOLIO			MFS VIT III   GLOBAL REAL   ESTATE PORTFOLIO			MFS VIT III MID   CAP VALUE PORTFOLIO
ASSETS:
Investments at fair value (1)	$		21,014	$		17,812	$		470,317	$		15,983	$		35,294	$		5,633
Receivable Dividends and Other			-			-			-			-			-			-
Receivable Units of the Account Sold			5			0			0			0			0			0
Total assets			21,019			17,812			470,317			15,983			35,294			5,633
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			5			0			0			0			0			0
Total liabilities			5			0			0			0			0			0
NET ASSETS	$		21,014	$		17,812	$		470,317	$		15,983	$		35,294	$		5,633
NET ASSETS REPRESENTED BY:
Accumulation units	$		21,014	$		17,812	$		470,317	$		15,983	$		35,294	$		5,633
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			1,785			1,009			37,685			1,175			2,610			425
UNIT VALUE (ACCUMULATION)	$		11.77	$		17.65	$		12.48	$		13.60	$		13.52	$		13.25
(1)   Cost of investments:	$		20,962	$		15,126	$		442,612	$		15,438	$		32,574	$		5,125
Shares of investments:			1,211			241			29,230			1,465			2,356			656

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, 2020

	INVESTMENT DIVISIONS
		MFS VIT MID   CAP GROWTH   SERIES			MFS VIT   RESEARCH   SERIES			MFS VIT TOTAL   RETURN BOND SERIES			MFS VIT VALUE   SERIES			NEUBERGER   BERMAN AMT   MID CAP GROWTH PORTFOLIO			NEUBERGER   BERMAN AMT   MID CAP INTRINSIC VALUE PORTFOLIO
ASSETS:
Investments at fair value (1)	$		482,217	$		63,561	$		4,348,168	$		520,469	$		16,296	$		207,746
Receivable Dividends and Other			-			-			-			-			-			0
Receivable Units of the Account Sold			4			0			11			0			0			0
Total assets			482,221			63,561			4,348,179			520,469			16,296			207,746
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			4			0			11			0			0			0
Total liabilities			4			0			11			0			0			0
NET ASSETS	$		482,217	$		63,561	$		4,348,168	$		520,469	$		16,296	$		207,746
NET ASSETS REPRESENTED BY:
Accumulation units	$		482,217	$		63,561	$		4,348,168	$		520,469	$		16,296	$		207,746
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			21,812			3,274			359,044			32,983			389			8,265
UNIT VALUE (ACCUMULATION)	$		22.11	$		19.41	$		12.11	$		15.78	$		41.89	$		25.14
(1)   Cost of investments:	$		442,941	$		57,001	$		4,034,331	$		507,466	$		10,673	$		205,083
Shares of investments:			38,150			1,934			307,944			25,513			409			13,490

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, 2020

	INVESTMENT DIVISIONS
		NEUBERGER BERMAN AMT   SUSTAINABLE   EQUITY PORTFOLIO			PIMCO VIT GLOBAL BOND   OPPORTUNITIES   PORTFOLIO (UNHEDGED)			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)	$		149,704	$		317,558	$		313,151	$		8,295,890	$		499,006	$		4,802,577
Receivable Dividends and Other			0			-			-			-			-			0
Receivable Units of the Account Sold			0			0			0			0			10			0
Total assets			149,704			317,558			313,151			8,295,890			499,015			4,802,577
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			1			0			0			10			0
Total liabilities			0			1			0			0			10			0
NET ASSETS	$		149,704	$		317,558	$		313,151	$		8,295,890	$		499,006	$		4,802,577
NET ASSETS REPRESENTED BY:
Accumulation units	$		149,704	$		317,558	$		313,151	$		8,295,890	$		499,006	$		4,802,577
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			3,168			27,025			11,015			510,292			23,871			208,750
UNIT VALUE (ACCUMULATION)	$		47.26	$		11.75	$		28.43	$		16.26	$		20.90	$		23.01
(1)     Cost of investments:	$		122,324	$		317,416	$		301,267	$		8,237,631	$		456,454	$		4,568,263
Shares of investments:			4,878			26,051			39,095			799,219			35,848			414,372

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, 2020

	INVESTMENT DIVISIONS
		PIONEER REAL   ESTATE SHARES   VCT PORTFOLIO			PUTNAM VT   EQUITY INCOME   FUND			PUTNAM VT   GLOBAL ASSET   ALLOCATION FUND			PUTNAM VT   GLOBAL EQUITY   FUND			PUTNAM VT GROWTH   OPPORTUNITIES   FUND			PUTNAM VT   HIGH YIELD FUND
ASSETS:
Investments at fair value (1)	$		75,150	$		878,504	$		13,866	$		28,448	$		1,665,959	$		658,908
Receivable Dividends and Other			-			-			-			-			-			-
Receivable Units of the Account Sold			0			61			0			0			93			0
Total assets			75,150			878,565			13,866			28,448			1,666,052			658,908
LIABILITIES:
Payable for investments purchased			0			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			0			61			0			0			93			0
Total liabilities			0			61			0			0			93			0
NET ASSETS	$		75,150	$		878,504	$		13,866	$		28,448	$		1,665,959	$		658,908
NET ASSETS REPRESENTED BY:
Accumulation units	$		75,150	$		878,504	$		13,866	$		28,448	$		1,665,959	$		658,908
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			6,361			19,271			944			1,935			62,178			24,212
UNIT VALUE (ACCUMULATION)	$		11.81	$		45.59	$		14.69	$		14.70	$		26.79	$		27.21
(1)   Cost of investments:	$		106,241	$		793,191	$		12,232	$		23,710	$		1,599,071	$		652,153
Shares of investments:			9,849			34,064			761			1,321			111,734			104,589

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, 2020

	INVESTMENT DIVISIONS
		PUTNAM VT   INCOME FUND			PUTNAM VT   INTERNATIONAL   VALUE FUND			PUTNAM VT SMALL CAP   VALUE FUND			PUTNAM VT   SUSTAINABLE   FUTURE FUND			ROYCE CAPITAL   FUND -  SMALL- CAP PORTFOLIO			T. ROWE PRICE   BLUE CHIP GROWTH PORTFOLIO CLASS II
ASSETS:
Investments at fair value (1)	$		8,587	$		247,390	$		3,549	$		239,827	$		74,073	$		2,250,138
Receivable Dividends and Other			-			-			0			-			-			-
Receivable Units of the Account Sold			152			12			0			0			0			331
Total assets			8,739			247,402			3,549			239,827			74,073			2,250,468
LIABILITIES:
Payable for investments purchased			1			0			0			0			0			0
Payable for policy-related transactions			0			0			0			0			0			0
Other payables			153			12			0			0			0			331
Total liabilities			154			12			0			0			0			331
NET ASSETS	$		8,585	$		247,390	$		3,549	$		239,827	$		74,073	$		2,250,138
NET ASSETS REPRESENTED BY:
Accumulation units	$		8,585	$		247,390	$		3,549	$		239,827	$		74,073	$		2,250,138
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			682			18,732			263			3,541			3,719			89,785
UNIT VALUE (ACCUMULATION)	$		12.59	$		13.21	$		13.49	$		67.73	$		19.92	$		25.06
(1)   Cost of investments:	$		8,491	$		244,525	$		3,069	$		172,284	$		85,994	$		1,910,448
Shares of investments:			749			23,902			348			10,162			10,217			46,414

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, 2020

	INVESTMENT DIVISIONS
		VAN ECK VIP EMERGING   MARKETS FUND			VAN ECK VIP   GLOBAL HARD   ASSETS FUND			VICTORY RS   SMALL CAP GROWTH EQUITY VIP
ASSETS:
Investments at fair value (1)	$		74,105	$		1,175,142	$		14,348
Receivable Dividends and Other			0			-			-
Receivable Units of the Account Sold			0			0			0
Total assets			74,105			1,175,142			14,348
LIABILITIES:
Payable for investments purchased			1			0			0
Payable for policy-related transactions			0			0			0
Other payables			1			0			0
Total liabilities			2			0			0
NET ASSETS	$		74,103	$		1,175,142	$		14,348
NET ASSETS REPRESENTED BY:
Accumulation units	$		74,103	$		1,175,142	$		14,348
Contracts in payout phase
ACCUMULATION UNITS OUTSTANDING			1,190			21,962			860
UNIT VALUE (ACCUMULATION)	$		62.27	$		53.51	$		16.68
(1)   Cost of investments:	$		56,704	$		944,526	$		13,587
Shares of investments:			4,387			52,275			721

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, 2020

	INVESTMENT DIVISIONS
		ALGER SMALL   CAP GROWTH PORTFOLIO			AMERICAN CENTURY   INVESTMENTS   VP CAPITAL APPRECIATION FUND				AMERICAN CENTURY INVESTMENTS VP INFLATION   PROTECTION FUND			AMERICAN CENTURY INVESTMENTS VP   INTERNATIONAL   FUND			AMERICAN CENTURY   INVESTMENTS VP   MID CAP VALUE FUND			AMERICAN CENTURY INVESTMENTS   VP VALUE FUND
INVESTMENT INCOME:
Dividends	$		6,373	$		0		$		44,979	$		348	$		6,451	$		18,290
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)			6,373			0				44,979			348			6,451			18,290
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			81,933			(131	)			16,468			1,956			833			(78,484	)
Realized gain distributions			42,755			39,785				-			1,049			-			26,929
Net realized gain (loss) on investments			124,689			39,653				16,468			3,005			833			(51,555	)
Change in net unrealized appreciation (depreciation) on investments			183,886			105,311				212,208			15,138			122,533			(52,636	)
Net realized and unrealized gain (loss) on investments			308,574			144,964				228,676			18,143			123,365			(104,191	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		314,947	$		144,964		$		273,655	$		18,490	$		129,816	$		(85,901	)

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, 2020

	INVESTMENT DIVISIONS
			AMERICAN FUNDS IS GLOBAL SMALL   CAPITALIZATION   FUND				AMERICAN FUNDS IS   GROWTH FUND			AMERICAN FUNDS IS GROWTH AND   INCOME FUND			AMERICAN FUNDS IS   INTERNATIONAL   FUND				AMERICAN   FUNDS IS NEW   WORLD FUND				BLACKROCK GLOBAL   ALLOCATION VI   FUND
										(1)
INVESTMENT INCOME:
Dividends	$			278		$		10,864	$		3	$		3,063		$		1,132		$		111
EXPENSES:
Mortality and expense risk														0				(0	)
NET INVESTMENT INCOME (LOSS)				278				10,864			3			3,063				1,132				111
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares				(788	)			220,523			0			(14,865	)			37,617				58
Realized gain distributions				10,374				79,253			-			-				16,707				457
Net realized gain (loss) on investments				9,586				299,776			0			(14,865	)			54,324				515
Change in net unrealized appreciation (depreciation) on investments				35,617				1,199,160			30			77,418				327,225				1,160
Net realized and unrealized gain (loss) on investments				45,203				1,498,936			30			62,553				381,549				1,675
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$			45,480		$		1,509,800	$		33	$		65,616		$		382,682		$		1,786
		(1)  For the period of September, 21 2020 to December 31, 2020.

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, 2020

	INVESTMENT DIVISIONS
		BLACKROCK   HIGH YIELD VI   FUND				BNY MELLON   STOCK INDEX   FUND				BNY MELLON VIF   INTERNATIONAL   EQUITY PORTFOLIO				CLEARBRIDGE VARIABLE MID   CAP PORTFOLIO				CLEARBRIDGE   VARIABLE SMALL CAP GROWTH PORTFOLIO				COLUMBIA VARIABLE PORTFOLIO - SMALL CAP   VALUE FUND
		(1)								(2)
INVESTMENT INCOME:
Dividends	$		-		$		455,139		$		165		$		367		$		(0	)	$		1,143
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)							455,139				165				367				(0	)			1,143
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(0	)			4,297,754				(5,022	)			(1,229	)			(20,842	)			(18,139	)
Realized gain distributions			-				2,040,039				-				1,935				30,747				7,874
Net realized gain (loss) on investments			(0	)			6,337,793				(5,022	)			706				9,905				(10,265	)
Change in net unrealized appreciation (depreciation) on investments			39				(1,745,622	)			(83	)			16,532				79,274				60,487
Net realized and unrealized gain (loss) on investments			39				4,592,171				(5,105	)			17,238				89,178				50,222
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		39		$		5,047,310		$		(4,940	)	$		17,605		$		89,178		$		51,365
	(1)  For the period of September 21, 2020 to December 31, 2020.
	(2)  For the period of January 1, 2020 to May 4, 2020.

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, 2020

	INVESTMENT DIVISIONS
		DAVIS   FINANCIAL   PORTFOLIO				DAVIS VALUE   PORTFOLIO				DELAWARE VIP   INTERNATIONAL   SERIES			DELAWARE VIP   INTERNATIONAL   VALUE EQUITY SERIES				DELAWARE VIP   SMALL CAP VALUE SERIES				DWS CROCI®   U.S. VIP
										(1)			(2)
INVESTMENT INCOME:
Dividends	$		496		$		882		$		-	$		4,217		$		1,493		$		3,042
EXPENSES:
Mortality and expense risk			0																			0
NET INVESTMENT INCOME (LOSS)			496				882							4,217				1,493				3,042
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(8,468	)			(458	)			2,392			4,973				(31,421	)			(24,161	)
Realized gain distributions			2,157				3,528				-			5,945				8,515				6,881
Net realized gain (loss) on investments			(6,310	)			3,071				2,392			10,918				(22,906	)			(17,279	)
Change in net unrealized appreciation (depreciation) on investments			676				10,477				745			(1,393	)			33,629				(34,924	)
Net realized and unrealized gain (loss) on investments			(5,634	)			13,548				3,137			9,525				10,723				(52,203	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		(5,138	)	$		14,430		$		3,137	$		13,742		$		12,217		$		(49,161	)
	(1)  For the period of December 11, 2020 to December 31, 2020.
	(2)  For the period January 1, 2020 to December 11, 2020.

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, 2020

	INVESTMENT DIVISIONS
		DWS HIGH   INCOME VIP				DWS SMALL CAP   INDEX VIP				DWS SMALL MID   CAP VALUE VIP				EATON VANCE   VT FLOATING- RATE INCOME FUND				FEDERATED   HERMES KAUFMANN FUND II				FIDELITY VIP   CONTRAFUND   PORTFOLIO
														(1)
INVESTMENT INCOME:
Dividends	$		6,297		$		73,566		$		24,031		$		4		$		(0	)	$		1,108
EXPENSES:
Mortality and expense risk			0
NET INVESTMENT INCOME (LOSS)			6,297				73,566				24,031				4				(0	)			1,108
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(529	)			(439,587	)			(200,294	)			(0	)			10,441				20,255
Realized gain distributions			-				680,790				139,676				-				20,889				7,674
Net realized gain (loss) on investments			(529	)			241,204				(60,618	)			(0	)			31,329				27,928
Change in net unrealized appreciation (depreciation) on investments			5,725				729,224				98,579				-				35,357				390,638
Net realized and unrealized gain (loss) on investments			5,195				970,427				37,961				(0	)			66,687				418,566
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		11,492		$		1,043,993		$		61,993		$		4		$		66,687		$		419,674
	(1)  For the period of September 21, 2020 to December 31, 2020.

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, 2020

	INVESTMENT DIVISIONS
		FIDELITY VIP   EMERGING MARKETS PORTFOLIO				FIDELITY VIP   GROWTH PORTFOLIO				FIDELITY VIP INVESTMENT   GRADE BOND   PORTFOLIO			FIDELITY VIP   MID CAP PORTFOLIO				GOLDMAN   SACHS VIT MID   CAP VALUE FUND				GOLDMAN SACHS VIT MULTI- STRATEGY   ALTERNATIVES   PORTFOLIO
		(1)
INVESTMENT INCOME:
Dividends	$		-		$		492		$		7,491	$		2,008		$		419		$		163
EXPENSES:
Mortality and expense risk							(0	)
NET INVESTMENT INCOME (LOSS)							492				7,491			2,008				419				163
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(0	)			532,153				1,269			(17,108	)			(2,216	)			0
Realized gain distributions			-				99,438				138			-				1,063				-
Net realized gain (loss) on investments			(0	)			631,591				1,408			(17,108	)			(1,153	)			0
Change in net unrealized appreciation (depreciation) on investments			70				(198,477	)			21,665			85,041				6,740				418
Net realized and unrealized gain (loss) on investments			70				433,113				23,073			67,933				5,587				418
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		70		$		433,605		$		30,564	$		69,941		$		6,006		$		581
	(1)  For the period of September 21, 2020 to December 31, 2020.

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, 2020

	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
INVESTMENT INCOME:
Dividends	$		7,841		$		6,650		$		45,383	$		20,859		$		69,618	$		1,729
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)			7,841				6,650				45,383			20,859				69,618			1,729
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(39,574	)			(7,473	)			36,122			(2,634	)			6,379			4,246
Realized gain distributions			16,024				6,835				51,027			6,055				13,787			-
Net realized gain (loss) on investments			(23,550	)			(638	)			87,149			3,421				20,166			4,246
Change in net unrealized appreciation (depreciation) on investments			82,182				27,902				43,347			57,529				115,548			8,893
Net realized and unrealized gain (loss) on investments			58,632				27,264				130,496			60,950				135,714			13,139
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		66,473		$		33,914		$		175,879	$		81,809		$		205,332	$		14,868

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, 2020

	INVESTMENT DIVISIONS
		GREAT-WEST   GLOBAL BOND   FUND				GREAT-WEST GOVERNMENT   MONEY MARKET   FUND				GREAT-WEST   INFLATION- PROTECTED SECURITIES FUND				GREAT-WEST   INTERNATIONAL   INDEX FUND			GREAT-WEST   INTERNATIONAL   VALUE FUND				GREAT-WEST LARGE CAP   GROWTH FUND
										(1)
INVESTMENT INCOME:
Dividends	$		19,098		$		39,781		$		-		$		46,604	$		46,481		$		3,681
EXPENSES:
Mortality and expense risk							0											0
NET INVESTMENT INCOME (LOSS)			19,098				39,781								46,604			46,481				3,681
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(84,636	)			-				(0	)			2,334			(124,916	)			11,452
Realized gain distributions			-				-				-				13,024			58,459				39,576
Net realized gain (loss) on investments			(84,636	)							(0	)			15,358			(66,457	)			51,028
Change in net unrealized appreciation (depreciation) on investments			107,874				(0	)			1,262				113,043			477,433				(8,068	)
Net realized and unrealized gain (loss) on investments			23,239				(0	)			1,262				128,400			410,976				42,960
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		42,337		$		39,781		$		1,262		$		175,005	$		457,457		$		46,640
	(1)  For the period of September 21, 2020 to December 31, 2020.

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, 2020

	INVESTMENT DIVISIONS
		GREAT-WEST LARGE CAP   VALUE FUND   INVESTOR II CLASS				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
INVESTMENT INCOME:
Dividends	$		24,248		$		25,765		$		11,670		$		78,029		$		42,618	$		26,962
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)			24,248				25,765				11,670				78,029				42,618			26,962
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(99,177	)			(3,620	)			(1,431	)			(107,401	)			109			(40,787	)
Realized gain distributions			81,864				23,963				18,397				114,284				83,477			58,146
Net realized gain (loss) on investments			(17,312	)			20,343				16,966				6,883				83,586			17,359
Change in net unrealized appreciation (depreciation) on investments			48,064				114,783				37,059				368,581				160,749			152,055
Net realized and unrealized gain (loss) on investments			30,752				135,126				54,025				375,464				244,335			169,414
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		55,000		$		160,890		$		65,695		$		453,493		$		286,953	$		196,375

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, 2020

	INVESTMENT DIVISIONS
		GREAT-WEST   LIFETIME 2040   FUND				GREAT-WEST   LIFETIME 2045   FUND				GREAT-WEST   LIFETIME 2050   FUND				GREAT-WEST   LIFETIME 2055   FUND			GREAT-WEST   MID CAP VALUE   FUND
INVESTMENT INCOME:
Dividends	$		22,547		$		16,849		$		7,116		$		5,520	$		681
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)			22,547				16,849				7,116				5,520			681
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(52,521	)			(23,882	)			(7,395	)			12,441			(4,700	)
Realized gain distributions			46,330				40,287				17,937				19,656			42
Net realized gain (loss) on investments			(6,191	)			16,405				10,542				32,097			(4,658	)
Change in net unrealized appreciation (depreciation) on investments			104,751				97,041				32,318				24,903			2,734
Net realized and unrealized gain (loss) on investments			98,560				113,445				42,861				57,000			(1,924	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		121,106		$		130,294		$		49,976		$		62,520	$		(1,243	)

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, 2020

	INVESTMENT DIVISIONS
		GREAT-WEST MODERATE PROFILE FUND				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
INVESTMENT INCOME:
Dividends	$		4,448		$		1,487		$		12,911		$		10,992		$		3,246		$		52,112
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)			4,448				1,487				12,911				10,992				3,246				52,112
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(5,027	)			(10,144	)			(14,997	)			7,952				(32,084	)			(205,688	)
Realized gain distributions			5,414				4,971				17,671				2,090				-				273,013
Net realized gain (loss) on investments			387				(5,173	)			2,674				10,042				(32,084	)			67,325
Change in net unrealized appreciation (depreciation) on investments			28,315				8,941				49,343				(2,849	)			(14,934	)			358,590
Net realized and unrealized gain (loss) on investments			28,702				3,768				52,017				7,193				(47,018	)			425,915
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		33,150		$		5,255		$		64,929		$		18,185		$		(43,772	)	$		478,027

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, 2020

	INVESTMENT DIVISIONS
		GREAT-WEST   S&P SMALL CAP   600® INDEX FUND			GREAT-WEST SHORT   DURATION BOND   FUND			GREAT-WEST SMALL CAP   VALUE FUND				GREAT-WEST T.   ROWE PRICE MID   CAP GROWTH FUND			GREAT-WEST U.S. GOVERNMENT   SECURITIES FUND			INVESCO OPPENHEIMER V.I. MAIN   STREET SMALL   CAP FUND
INVESTMENT INCOME:
Dividends	$		2,899	$		136,776	$		(0	)	$		26	$		28,600	$		2,995
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)			2,899			136,776			(0	)			26			28,600			2,995
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			15,946			34,935			(4,987	)			83,374			3,820			(165	)
Realized gain distributions			20,260			20,849			2,650				76,298			3,177			6,785
Net realized gain (loss) on investments			36,205			55,785			(2,337	)			159,671			6,996			6,620
Change in net unrealized appreciation (depreciation) on investments			37,589			136,896			87,234				253,316			154,398			69,224
Net realized and unrealized gain (loss) on investments			73,795			192,680			84,897				412,987			161,395			75,844
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		76,694	$		329,456	$		84,897		$		413,013	$		189,995	$		78,840

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, 2020

	INVESTMENT DIVISIONS
		INVESCO V.I.   CORE EQUITY   FUND				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
INVESTMENT INCOME:
Dividends	$		309		$		62,070		$		202		$		81,891	$		2,585		$		0
EXPENSES:
Mortality and expense risk							0				(0	)
NET INVESTMENT INCOME (LOSS)			309				62,070				202				81,891			2,585				0
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(431	)			(1,264	)			1,058				4,925			(11,273	)			4,610
Realized gain distributions			5,330				34,669				1,536				78,896			73,180				9,380
Net realized gain (loss) on investments			4,899				33,405				2,593				83,820			61,906				13,989
Change in net unrealized appreciation (depreciation) on investments			(1,117	)			(211,828	)			6,344				282,282			(20,425	)			24,515
Net realized and unrealized gain (loss) on investments			3,782				(178,423	)			8,937				366,102			41,481				38,504
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		4,091		$		(116,353	)	$		9,139		$		447,993	$		44,066		$		38,504

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, 2020

	INVESTMENT DIVISIONS
		JANUS   HENDERSON VIT   BALANCED PORTFOLIO				JANUS   HENDERSON VIT   ENTERPRISE PORTFOLIO				JANUS   HENDERSON VIT   FLEXIBLE BOND PORTFOLIO			JANUS HENDERSON VIT   FORTY PORTFOLIO			JANUS   HENDERSON VIT   GLOBAL RESEARCH PORTFOLIO				JANUS HENDERSON VIT GLOBAL TECHNOLOGY AND INNOVATION PORTFOLIO
INVESTMENT INCOME:
Dividends	$		63,154		$		645		$		69,087	$		21,507	$		4,624		$		64
EXPENSES:
Mortality and expense risk			(0	)																	(0	)
NET INVESTMENT INCOME (LOSS)			63,154				645				69,087			21,507			4,624				64
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			48,227				(13,822	)			80,698			264,432			135,018				200,634
Realized gain distributions			22,654				40,275				-			202,519			40,769				184,402
Net realized gain (loss) on investments			70,881				26,453				80,698			466,951			175,787				385,036
Change in net unrealized appreciation (depreciation) on investments			190,957				71,828				111,215			520,024			(45,828	)			451,940
Net realized and unrealized gain (loss) on investments			261,838				98,281				191,914			986,975			129,958				836,976
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		324,992		$		98,926		$		261,000	$		1,008,482	$		134,582		$		837,040

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, 2020

	INVESTMENT DIVISIONS
		JANUS   HENDERSON VIT   OVERSEAS PORTFOLIO				LORD ABBETT   SERIES DEVELOPING GROWTH PORTFOLIO				LORD ABBETT   SERIES TOTAL   RETURN PORTFOLIO			MFS VIT   GROWTH SERIES			MFS VIT II   INTERNATIONAL   GROWTH PORTFOLIO			MFS VIT III BLENDED RESEARCH   SMALL CAP   EQUITY PORTFOLIO
																(1)
INVESTMENT INCOME:
Dividends	$		788		$		(0	)	$		484	$		-	$		-	$		113
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)			788				(0	)			484									113
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(65	)			2,401				153			204			5,862			(40	)
Realized gain distributions			-				19,655				385			1,073			-			1,029
Net realized gain (loss) on investments			(65	)			22,057				538			1,277			5,862			989
Change in net unrealized appreciation (depreciation) on investments			9,052				72,001				25			2,456			27,706			883
Net realized and unrealized gain (loss) on investments			8,986				94,058				562			3,733			33,567			1,871
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		9,775		$		94,058		$		1,046	$		3,733	$		33,567	$		1,985
	(1)  For the period of September 21, 2020 to December 31, 2020.

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, 2020

	INVESTMENT DIVISIONS
		MFS VIT III   GLOBAL REAL   ESTATE PORTFOLIO			MFS VIT III MID   CAP VALUE PORTFOLIO				MFS VIT MID CAP   GROWTH SERIES			MFS VIT   RESEARCH   SERIES			MFS VIT TOTAL   RETURN BOND SERIES				MFS VIT VALUE   SERIES
		(1)							(2)
INVESTMENT INCOME:
Dividends	$		-	$		66		$		-	$		433	$		145,934		$		7,379
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)						66							433			145,934				7,379
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			1,010			(32	)			818			114			(1,764	)			(2,115	)
Realized gain distributions			-			224				115			2,389			-				20,680
Net realized gain (loss) on investments			1,010			192				933			2,503			(1,764	)			18,565
Change in net unrealized appreciation (depreciation) on investments			2,720			477				39,275			6,452			188,308				(11,585	)
Net realized and unrealized gain (loss) on investments			3,730			669				40,208			8,955			186,545				6,980
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		3,730	$		735		$		40,208	$		9,389	$		332,479		$		14,358
	(1)  For the period of September 21, 2020 to December 31, 2020.
	(2)  For the period of April 21, 2020 to December 31, 2020.

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, 2020

	INVESTMENT DIVISIONS
		NEUBERGER   BERMAN AMT   MID CAP GROWTH PORTFOLIO				NEUBERGER   BERMAN AMT   MID CAP INTRINSIC VALUE PORTFOLIO				NEUBERGER BERMAN AMT   SUSTAINABLE   EQUITY PORTFOLIO				PIMCO VIT GLOBAL BOND   OPPORTUNITIES   PORTFOLIO (UNHEDGED)			PIMCO VIT HIGH   YIELD PORTFOLIO				PIMCO VIT LOW   DURATION PORTFOLIO
INVESTMENT INCOME:
Dividends	$		(0	)	$		742		$		797		$		137	$		12,366		$		98,340
EXPENSES:
Mortality and expense risk											0
NET INVESTMENT INCOME (LOSS)			(0	)			742				797				137			12,366				98,340
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			1,649				(865	)			(611	)			5			(34	)			(5,147	)
Realized gain distributions			765				-				5,476				-			-				-
Net realized gain (loss) on investments			2,414				(865	)			4,866				5			(34	)			(5,147	)
Change in net unrealized appreciation (depreciation) on investments			4,018				9,864				20,663				81			3,727				147,464
Net realized and unrealized gain (loss) on investments			6,432				8,999				25,529				86			3,693				142,317
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		6,432		$		9,741		$		26,326		$		223	$		16,059		$		240,657

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, 2020

	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   GLOBAL ASSET   ALLOCATION FUND			PUTNAM VT   GLOBAL EQUITY   FUND
INVESTMENT INCOME:
Dividends	$		5,766	$		93,330		$		1,203		$		10,154	$		107	$		124
EXPENSES:
Mortality and expense risk						(0	)
NET INVESTMENT INCOME (LOSS)			5,766			93,330				1,203				10,154			107			124
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			4,733			(1,702	)			(6,358	)			939			45			1,015
Realized gain distributions			-			48,083				16,613				35,371			97			263
Net realized gain (loss) on investments			4,733			46,381				10,255				36,310			142			1,278
Change in net unrealized appreciation (depreciation) on investments			32,865			211,006				(19,233	)			25,440			1,322			1,608
Net realized and unrealized gain (loss) on investments			37,598			257,387				(8,978	)			61,750			1,464			2,886
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		43,364	$		350,717		$		(7,775	)	$		71,904	$		1,571	$		3,010

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, 2020

	INVESTMENT DIVISIONS
			PUTNAM VT GROWTH   OPPORTUNITIES   FUND				PUTNAM VT   HIGH YIELD FUND				PUTNAM VT   INCOME FUND				PUTNAM VT   INTERNATIONAL   VALUE FUND			PUTNAM VT SMALL CAP   VALUE FUND				PUTNAM VT SUSTAINABLE   FUTURE FUND
															(1)
INVESTMENT INCOME:
Dividends	$			170		$		35,355		$		39,969		$		-	$		37		$		546
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)				170				35,355				39,969							37				546
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares				(402	)			(2,408	)			14,338				159			(92	)			3,074
Realized gain distributions				3,753				-				7,418				-			-				9,185
Net realized gain (loss) on investments				3,352				(2,408	)			21,756				159			(92	)			12,259
Change in net unrealized appreciation (depreciation) on investments				66,379				(1,605	)			(34,984	)			2,865			320				68,145
Net realized and unrealized gain (loss) on investments				69,731				(4,013	)			(13,228	)			3,024			229				80,403
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$			69,901		$		31,342		$		26,741		$		3,024	$		265		$		80,950
		(1)   For the period of April 16, 2020 to December 31, 2020

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, 2020

	INVESTMENT DIVISIONS
		ROYCE CAPITAL FUND - SMALL-   CAP PORTFOLIO				T. ROWE PRICE   BLUE CHIP GROWTH PORTFOLIO CLASS II				VAN ECK VIP EMERGING   MARKETS FUND			VAN ECK VIP   GLOBAL HARD   ASSETS FUND				VICTORY RS SMALL CAP   GROWTH EQUITY   VIP
INVESTMENT INCOME:
Dividends	$		543		$		-		$		1,269	$		9,573		$		-
EXPENSES:
Mortality and expense risk
NET INVESTMENT INCOME (LOSS)			543								1,269			9,573
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares			(33,778	)			308,780				93			(59,850	)			107
Realized gain distributions			1,157				69,090				1,906			-				1,979
Net realized gain (loss) on investments			(32,621	)			377,870				1,999			(59,850	)			2,086
Change in net unrealized appreciation (depreciation) on investments			(5,446	)			(13,258	)			8,322			300,382				2,166
Net realized and unrealized gain (loss) on investments			(38,068	)			364,613				10,321			240,532				4,252
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$		(37,525	)	$		364,613		$		11,590	$		250,105		$		4,252

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		ALGER SMALL CAP GROWTH PORTFOLIO								AMERICAN CENTURY INVESTMENTS VP CAPITAL APPRECIATION FUND								AMERICAN CENTURY INVESTMENTS VP INFLATION PROTECTION FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		6,373		$		-		$		0		$		52,133		$		44,979		$		16,110
Net realized gain (loss) on investments			124,689				26,213				39,653								16,468				(1,846	)
Change in net unrealized appreciation (depreciation) on investments			183,886				103,475				105,311				27,762				212,208				42,470
Increase (decrease) in net assets resulting from operations			314,947				129,688				144,964				79,895				273,655				56,734
CONTRACT TRANSACTIONS:
Proceeds from units sold			-				-				12				89,627				12				-
Transfers for contract benefits and terminations			(5,063	)			(5,332	)			(5,202	)			(16,548	)			(30,507	)			(8,005	)
Net transfers			(108,621	)			(44,080	)			(781	)			20,162				2,526,711				61,317
Contract maintenance charges							(168	)							(240	)							(326	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(113,683	)			(49,580	)			(5,971	)			93,001				2,496,216				52,986
Total increase (decrease) in net assets			201,264				80,108				138,993				172,896				2,769,871				109,720
NET ASSETS:
Beginning of period			535,591				455,483				346,571				173,675				753,733				644,013
End of period	$		736,855		$		535,591		$		485,564		$		346,571		$		3,523,604		$		753,733
CHANGES IN UNITS OUTSTANDING:
Units issued			457				116				54				7,397				269,880				8,969
Units redeemed			(899	)			(366	)			(373	)			(1,208	)			(46,653	)			(4,220	)
Net increase (decrease)			(442	)			(250	)			(319	)			6,189				223,227				4,749

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND								AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND								AMERICAN CENTURY INVESTMENTS VP VALUE FUND							AMERICAN CENTURY INVESTMENTS VP ULTRA FUND			AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
		2020				2019				2020				2019				2020				2019			2019			2019
														(1)											(2)			(3)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		348		$		504		$		6,451		$		392		$		18,290		$		23,068
Net realized gain (loss) on investments			3,005				3,264				833				54				(51,555	)			86,208			5,446			(1	)
Change in net unrealized appreciation (depreciation) on investments			15,138				10,313				122,533				3,178				(52,636	)			139,548						2
Increase (decrease) in net assets resulting from operations			18,490				14,081				129,816				3,624				(85,901	)			248,824			5,446			1
CONTRACT TRANSACTIONS:
Proceeds from units sold			-				-				13,982				21,502				523,211				102,379
Transfers for contract benefits and terminations			(915	)			(1,135	)			(1,181	)			(1,003	)			(19,197	)			(20,989	)					(22	)
Net transfers			(9,488	)			(5,226	)			1,460,875				13,205				(385,489	)			73,532			(5,446	)
Contract maintenance charges							(22	)							(30	)			(47	)			(473	)
Other, net			-				-				-				-				-				(45,712	)
Increase (decrease) in net assets resulting from contract transactions			(10,403	)			(6,383	)			1,473,676				33,674				118,479				108,737			(5,446	)
Total increase (decrease) in net assets			8,088				7,698				1,603,493				37,298				32,577				357,561			-			(21	)
NET ASSETS:
Beginning of period			59,233				51,535				37,298				-				1,201,858				844,297						21
End of period	$		67,321		$		59,233		$		1,640,791		$		37,298		$		1,234,435		$		1,201,858			-			-
CHANGES IN UNITS OUTSTANDING:
Units issued			801				58				132,386				3,563				15,404				5,616			20,333
Units redeemed			(1,167	)			(500	)			(2,325	)			(500	)			(14,996	)			(3,062	)		(20,333	)		(1	)
Net increase (decrease)			(366	)			(442	)			130,060				3,063				408				2,554			-			(1	)
	(1)   For the period March 13, 2019 to December 31, 2019.
	(2)   For the period November 26, 2019 to December 5, 2019. (3)   For the period January 1, 2019 to November 25, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
			AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND								AMERICAN FUNDS IS GROWTH FUND								AMERICAN FUNDS IS GROWTH AND INCOME FUND
			2020				2019				2020				2019				2020
																			(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$			278		$		281		$		10,864		$		25,252		$		3
Net realized gain (loss) on investments				9,586				7,926				299,776				347,342				0
Change in net unrealized appreciation (depreciation) on investments				35,617				34,419				1,199,160				440,374				30
Increase (decrease) in net assets resulting from operations				45,480				42,626				1,509,800				812,968				33
CONTRACT TRANSACTIONS:
Proceeds from units sold				9,816				19,237				114,798				275,635				12
Transfers for contract benefits and terminations				(2,865	)			(3,791	)			(42,041	)			(483,843	)			(5	)
Net transfers				(28,687	)			(6,638	)			(612,258	)			659,721				289
Contract maintenance charges								(92	)							(1,336	)
Other, net				-				-				11,395				(17,243	)			-
Increase (decrease) in net assets resulting from contract transactions				(21,736	)			8,716				(528,105	)			432,934				296
Total increase (decrease) in net assets				23,744				51,342				981,695				1,245,902				329
NET ASSETS:
Beginning of period				176,976				125,634				3,640,047				2,394,145
End of period	$			200,720		$		176,976		$		4,621,742		$		3,640,047		$		329
CHANGES IN UNITS OUTSTANDING:
Units issued				1,313				3,461				21,551				39,326				25
Units redeemed				(2,493	)			(2,838	)			(40,354	)			(23,398	)			(1	)
Net increase (decrease)				(1,180	)			623				(18,803	)			15,928				24
		(1)  For the period of September 21, 2020 to December 31, 2020.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		AMERICAN FUNDS IS INTERNATIONAL FUND								AMERICAN FUNDS IS NEW WORLD FUND								BLACKROCK GLOBAL ALLOCATION VI FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		3,063		$		7,764		$		1,132		$		14,618		$		111		$		63
Net realized gain (loss) on investments			(14,865	)			85,333				54,324				56,158				515				(1,007	)
Change in net unrealized appreciation (depreciation) on investments			77,418				110,512				327,225				337,019				1,160				2,745
Increase (decrease) in net assets resulting from operations			65,616				203,609				382,682				407,795				1,786				1,801
CONTRACT TRANSACTIONS:
Proceeds from units sold			585,352				118,771				137,139				54,426				153,988				-
Transfers for contract benefits and terminations			(5,252	)			(139,137	)			(21,103	)			(45,601	)			(203	)			(202	)
Net transfers			(19,253	)			(1,146,198	)			15,875				(348,676	)			(2,643	)			(17,343	)
Contract maintenance charges							(421	)							(518	)			(11	)			(9	)
Other, net			3,811				(4,130	)			1,905				(1,944	)			-				-
Increase (decrease) in net assets resulting from contract transactions			564,658				(1,171,115	)			133,816				(342,313	)			151,132				(17,554	)
Total increase (decrease) in net assets			630,274				(967,506	)			516,498				65,482				152,918				(15,753	)
NET ASSETS:
Beginning of period			501,335				1,468,841				1,633,271				1,567,789				5,151				20,904
End of period	$		1,131,609		$		501,335		$		2,149,769		$		1,633,271		$		158,069		$		5,151
CHANGES IN UNITS OUTSTANDING:
Units issued			41,306				15,342				15,271				4,633				9,798				1,309
Units redeemed			(9,416	)			(99,917	)			(11,078	)			(20,079	)			(53	)			(2,825	)
Net increase (decrease)			31,890				(84,575	)			4,193				(15,446	)			9,745				(1,516	)

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		BLACKROCK   HIGH YIELD VI FUND				BNY MELLON STOCK INDEX FUND								BNY MELLON   VIF INTERNATIONAL EQUITY PORTFOLIO
		2020				2020				2019				2020				2019
		(1)												(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$				$		455,139		$		484,400		$		165		$		268
Net realized gain (loss) on investments			(0	)			6,337,793				2,728,315				(5,022	)			(2,301	)
Change in net unrealized appreciation (depreciation) on investments			39				(1,745,622	)			4,306,226				(83	)			7,277
Increase (decrease) in net assets resulting from operations			39				5,047,310				7,518,941				(4,940	)			5,244
CONTRACT TRANSACTIONS:
Proceeds from units sold			30,807				2,527,221				500,836				465				4,610
Transfers for contract benefits and terminations			(1	)			(1,385,900	)			(1,646,026	)			(7,993	)			(489	)
Net transfers			(1,156	)			(11,512,107	)			(669,838	)			(17,412	)			(31,516	)
Contract maintenance charges							(120	)			(9,869	)			-				(10	)
Other, net			-				12,041				(121,779	)			-				-
Increase (decrease) in net assets resulting from contract transactions			29,650				(10,358,864	)			(1,946,676	)			(24,940	)			(27,405	)
Total increase (decrease) in net assets			29,689				(5,311,554	)			5,572,265				(29,880	)			(22,161	)
NET ASSETS:
Beginning of period							30,559,269				24,987,004				29,880				52,041
End of period	$		29,689		$		25,247,715		$		30,559,269		$		-		$		29,880
CHANGES IN UNITS OUTSTANDING:
Units issued			2,640				200,533				54,422				-				381
Units redeemed			(1	)			(496,918	)			(126,204	)			(1,237	)			(1,730	)
Net increase (decrease)			2,639				(296,385	)			(71,782	)			(1,237	)			(1,349	)
	(1) For the period of September 21, 2020 to December 31, 2020.
	(2) For the period of January 1, 2020 to May 4, 2020.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		CLEARBRIDGE VARIABLE MID   CAP PORTFOLIO								CLEARBRIDGE VARIABLE SMALL   CAP GROWTH PORTFOLIO								COLUMBIA VARIABLE PORTFOLIO -   SMALL CAP VALUE FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		367		$		696		$		(0	)	$		-		$		1,143		$		742
Net realized gain (loss) on investments			706				4,020				9,905				12,693				(10,265	)			9,158
Change in net unrealized appreciation (depreciation) on investments			16,532				16,926				79,274				3,276				60,487				8,109
Increase (decrease) in net assets resulting from operations			17,605				21,642				89,178				15,969				51,365				18,009
CONTRACT TRANSACTIONS:
Proceeds from units sold			40,880				37,578				84,583				32,594				2,500				2,499
Transfers for contract benefits and terminations			(4,033	)			(4,099	)			(30,153	)			(22,917	)			(2,010	)			(1,681	)
Net transfers			(19,628	)			18,036				133,617				133,412				39,119				66,221
Contract maintenance charges							(65	)							(152	)							(17	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			17,219				51,450				188,047				142,937				39,609				67,022
Total increase (decrease) in net assets			34,824				73,092				277,225				158,906				90,974				85,031
NET ASSETS:
Beginning of period			120,636				47,544				211,497				52,591				141,405				56,374
End of period	$		155,460		$		120,636		$		488,722		$		211,497		$		232,379		$		141,405
CHANGES IN UNITS OUTSTANDING:
Units issued			4,938				6,126				20,184				1,402				3,856				2,528
Units redeemed			(3,969	)			(2,187	)			(13,169	)			(1,305	)			(1,654	)			(301	)
Net increase (decrease)			969				3,939				7,015				97				2,202				2,227

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		DAVIS FINANCIAL PORTFOLIO								DAVIS VALUE PORTFOLIO								DELAWARE VIP   INTERNATIONAL   SERIES
		2020				2019				2020				2019				2020
																		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		496		$		836		$		882		$		1,894		$
Net realized gain (loss) on investments			(6,310	)			2,239				3,071				5,544				2,392
Change in net unrealized appreciation (depreciation) on investments			676				8,917				10,477				23,003				745
Increase (decrease) in net assets resulting from operations			(5,138	)			11,992				14,430				30,441				3,137
CONTRACT TRANSACTIONS:
Proceeds from units sold			3,404				3,748				-				-				101,582
Transfers for contract benefits and terminations			(23,228	)			(878	)			(1,482	)			(2,038	)			-
Net transfers			4,019				2,285				(476	)			-				78,373
Contract maintenance charges							(68	)							(9	)
Other, net			-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(15,805	)			5,087				(1,957	)			(2,047	)			179,955
Total increase (decrease) in net assets			(20,943	)			17,079				12,473				28,394				183,092
NET ASSETS:
Beginning of period			57,863				40,784				126,814				98,420
End of period	$		36,920		$		57,863		$		139,287		$		126,814		$		183,092
CHANGES IN UNITS OUTSTANDING:
Units issued			421				653				8				11				42,677
Units redeemed			(1,095	)			(416	)			(83	)			(91	)			(24,693	)
Net increase (decrease)			(674	)			237				(75	)			(80	)			17,984
	(1)   For the period of December 11, 2020 to December 31, 2020.

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		DELAWARE VIP INTERNATIONAL   VALUE EQUITY SERIES								DELAWARE VIP SMALL CAP VALUE   SERIES								DWS CROCI® U.S. VIP
		2020				2019				2020				2019				2020				2019
		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		4,217		$		2		$		1,493		$		833		$		3,042		$		4,422
Net realized gain (loss) on investments			10,918				2,106				(22,906	)			7,978				(17,279	)			24,217
Change in net unrealized appreciation (depreciation) on investments			(1,393	)			1,409				33,629				7,434				(34,924	)			39,510
Increase (decrease) in net assets resulting from operations			13,742				3,517				12,217				16,245				(49,161	)			68,149
CONTRACT TRANSACTIONS:
Proceeds from units sold			6,957				11,748				187,909				82,831				-				-
Transfers for contract benefits and terminations			(2,473	)			(1,077	)			(4,190	)			(4,575	)			(1,810	)			(2,957	)
Net transfers			(58,598	)			26,119				30,877				16,327				(91,172	)			(61,798	)
Contract maintenance charges							(13	)			(166	)			(162	)							(99	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(54,114	)			36,777				214,432				94,421				(92,982	)			(64,854	)
Total increase (decrease) in net assets			(40,372	)			40,294				226,648				110,666				(142,144	)			3,295
NET ASSETS:
Beginning of period			40,372				78				142,386				31,720				284,775				281,480
End of period	$		(0	)	$		40,372		$		369,034		$		142,386		$		142,631		$		284,775
CHANGES IN UNITS OUTSTANDING:
Units issued			22,470				5,310				23,355				7,311				1,112				10,112
Units redeemed			(25,693	)			(2,093	)			(7,872	)			(595	)			(7,489	)			(14,773	)
Net increase (decrease)			(3,224	)			3,217				15,483				6,716				(6,377	)			(4,661	)
	(1)   For the period January 1, 2020 to December 11, 2020

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, 2020 AND 2019

	INVESTMENT DIVISIONS
			DWS HIGH INCOME VIP								DWS SMALL CAP INDEX VIP								DWS SMALL MID CAP VALUE VIP								EATON VANCE VT   FLOATING-RATE INCOME FUND
			2020				2019				2020				2019				2020				2019				2020
																											(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$			6,297		$		5,506		$		73,566		$		71,549		$		24,031		$		11,703		$		4
Net realized gain (loss) on investments				(529	)			(175	)			241,204				626,580				(60,618	)			74,493				(0	)
Change in net unrealized appreciation (depreciation) on investments				5,725				6,661				729,224				775,876				98,579				226,805
Increase (decrease) in net assets resulting from operations				11,492				11,992				1,043,993				1,474,005				61,993				313,001				4
CONTRACT TRANSACTIONS:
Proceeds from units sold				14,890				29,501				371,779				39,450				7,138				6,625				76,999
Transfers for contract benefits and terminations				(2,213	)			(2,356	)			(220,814	)			(180,338	)			(15,500	)			(20,064	)			-
Net transfers				24,319				15,249				118,382				39,913				(499,966	)			(87,710	)			(2,874	)
Contract maintenance charges								(63	)							(5,589	)							(287	)
Other, net				-				-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions				36,997				42,331				269,347				(106,564	)			(508,328	)			(101,436	)			74,125
Total increase (decrease) in net assets				48,489				54,323				1,313,340				1,367,441				(446,335	)			211,565				74,129
NET ASSETS:
Beginning of period				119,352				65,029				7,280,378				5,912,937				1,767,959				1,556,394
End of period	$			167,841		$		119,352		$		8,593,718		$		7,280,378		$		1,321,624		$		1,767,959		$		74,129
CHANGES IN UNITS OUTSTANDING:
Units issued				2,796				2,278				55,793				16,715				19,641				4,089				6,237
Units redeemed				(930	)			(148	)			(58,909	)			(21,273	)			(35,771	)			(8,652	)			(1	)
Net increase (decrease)				1,866				2,130				(3,116	)			(4,558	)			(16,130	)			(4,563	)			6,236
		(1)   For the period of September 21, 2020 to December 31, 2020.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		FEDERATED HERMES KAUFMANN FUND II								FIDELITY VIP CONTRAFUND PORTFOLIO								FIDELITY VIP   EMERGING MARKETS   PORTFOLIO
		2020				2019				2020				2019				2020
																		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		(0	)	$				$		1,108		$		3,652		$
Net realized gain (loss) on investments			31,329				30,281				27,928				156,229				(0	)
Change in net unrealized appreciation (depreciation) on investments			35,357				21,824				390,638				366,533				70
Increase (decrease) in net assets resulting from operations			66,687				52,105				419,674				526,414				70
CONTRACT TRANSACTIONS:
Proceeds from units sold			-				-				2,820				227,067				107,795
Transfers for contract benefits and terminations			(2,926	)			(10,414	)			(18,591	)			(69,969	)			(1	)
Net transfers			(9,150	)			21,527				209,283				(2,007,215	)			(4,019	)
Contract maintenance charges							(212	)							(978	)
Other, net			-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(12,076	)			10,901				193,512				(1,851,095	)			103,776
Total increase (decrease) in net assets			54,611				63,006				613,186				(1,324,681	)			103,846
NET ASSETS:
Beginning of period			207,344				144,338				1,335,567				2,660,248
End of period	$		261,955		$		207,344		$		1,948,753		$		1,335,567		$		103,846
CHANGES IN UNITS OUTSTANDING:
Units issued			1,161				2,517				6,312				12,164				7,370
Units redeemed			(1,272	)			(2,119	)			(2,576	)			(62,289	)			(1	)
Net increase (decrease)			(111	)			398				3,737				(50,125	)			7,369
	(1)   For the period of September 21, 2020 to December 31, 2020.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		FIDELITY VIP GROWTH PORTFOLIO								FIDELITY VIP INVESTMENT GRADE BOND   PORTFOLIO								FIDELITY VIP MID CAP PORTFOLIO
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		492		$		466		$		7,491		$		7,712		$		2,008		$		5,882
Net realized gain (loss) on investments			631,591				70,152				1,408				629				(17,108	)			28,202
Change in net unrealized appreciation (depreciation) on investments			(198,477	)			196,206				21,665				18,510				85,041				141,092
Increase (decrease) in net assets resulting from operations			433,605				266,824				30,564				26,851				69,941				175,176
CONTRACT TRANSACTIONS:
Proceeds from units sold			-								-				-				28,948				143,448
Transfers for contract benefits and terminations			(15,152	)			(13,547	)			(5,071	)			(5,564	)			(7,792	)			(194,889	)
Net transfers			(1,479,106	)			117,218				(1,011	)			67,862				(330,900	)			(249,445	)
Contract maintenance charges							(153	)							(97	)							(473	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(1,494,257	)			103,518				(6,082	)			62,201				(309,744	)			(301,359	)
Total increase (decrease) in net assets			(1,060,652	)			370,342				24,481				89,052				(239,803	)			(126,183	)
NET ASSETS:
Beginning of period			1,109,014				738,672				369,513				280,461				758,945				885,128
End of period	$		48,362		$		1,109,014		$		393,994		$		369,513		$		519,142		$		758,945
CHANGES IN UNITS OUTSTANDING:
Units issued			5,269				6,102				2,747				3,381				1,373				8,228
Units redeemed			(39,883	)			(2,260	)			(3,112	)			(722	)			(6,879	)			(13,955	)
Net increase (decrease)			(34,615	)			3,842				(364	)			2,659				(5,506	)			(5,727	)

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		GOLDMAN SACHS VIT MID CAP VALUE     FUND								GOLDMAN SACHS VIT MULTI-     STRATEGY ALTERNATIVES     PORTFOLIO								GREAT-WEST     AGGRESSIVE PROFILE FUND
		2020				2019				2020				2019				2020				2019
														(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		419		$		770		$		163		$		149		$		7,841		$		12,402
Net realized gain (loss) on investments			(1,153	)			2,782				0				170				(23,550	)			(56,509	)
Change in net unrealized appreciation (depreciation) on investments			6,740				19,154				418				(6	)			82,182				250,448
Increase (decrease) in net assets resulting from operations			6,006				22,706				581				313				66,473				206,341
CONTRACT TRANSACTIONS:
Proceeds from units sold			-				-				-				-				16,775				55,131
Transfers for contract benefits and terminations			(875	)			(1,499	)			(206	)			(153	)			(38,637	)			(653,145	)
Net transfers			(32,471	)			36,884				3,059				5,341				7,443				(125,513	)
Contract maintenance charges							(31	)			(11	)			(11	)							(694	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(33,346	)			35,354				2,843				5,177				(14,420	)			(724,221	)
Total increase (decrease) in net assets			(27,340	)			58,060				3,424				5,490				52,054				(517,880	)
NET ASSETS:
Beginning of period			102,897				44,837				5,490				-				565,703				1,083,583
End of period	$		75,557		$		102,897		$		8,914		$		5,490		$		617,757		$		565,703
CHANGES IN UNITS OUTSTANDING:
Units issued			33				3,278				300				1,359				9,375				14,391
Units redeemed			(1,874	)			(843	)			(37	)			(854	)			(10,482	)			(77,223	)
Net increase (decrease)			(1,841	)			2,435				263				505				(1,106	)			(62,832	)
			(1)  For the period March 13, 2019 to December 31, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		GREAT-WEST ARIEL MID CAP VALUE FUND								GREAT-WEST BOND INDEX FUND								GREAT-WEST CONSERVATIVE PROFILE     FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		6,650		$		3,170		$		45,383		$		24,856		$		20,859		$		14,851
Net realized gain (loss) on investments			(638	)			24,442				87,149				2,120				3,421				60,624
Change in net unrealized appreciation (depreciation) on investments			27,902				22,846				43,347				150,433				57,529				14,119
Increase (decrease) in net assets resulting from operations			33,914				50,458				175,879				177,409				81,809				89,594
CONTRACT TRANSACTIONS:
Proceeds from units sold			12				-				239,340				48,460				63,855				16,053
Transfers for contract benefits and terminations			(3,011	)			(10,306	)			(104,084	)			(63,700	)			(26,814	)			(80,778	)
Net transfers			51,799				25,406				1,182,365				240,916				(116,187	)			278,850
Contract maintenance charges							(187	)							(804	)			(1,296	)			(1,577	)
Other, net			-				-				-				-				6,988				(7,058	)
Increase (decrease) in net assets resulting from contract transactions			48,800				14,913				1,317,621				224,872				(73,453	)			205,490
Total increase (decrease) in net assets			82,715				65,371				1,493,499				402,281				8,356				295,084
NET ASSETS:
Beginning of period			262,184				196,813				2,378,275				1,975,994				1,087,351				792,267
End of period	$		344,899		$		262,184		$		3,871,774		$		2,378,275		$		1,095,707		$		1,087,351
CHANGES IN UNITS OUTSTANDING:
Units issued			1,946				1,480				106,856				24,244				13,905				95,149
Units redeemed			(975	)			(1,165	)			(26,557	)			(8,473	)			(20,545	)			(77,061	)
Net increase (decrease)			970				315				80,299				15,771				(6,640	)			18,088

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		GREAT-WEST CORE BOND FUND								GREAT-WEST EMERGING MARKETS EQUITY FUND								GREAT-WEST GLOBAL BOND FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		69,618		$		60,612		$		1,729		$		25		$		19,098		$		106,348
Net realized gain (loss) on investments			20,166				(82	)			4,246				273				(84,636	)			(365,159	)
Change in net unrealized appreciation (depreciation) on investments			115,548				158,080				8,893				241				107,874				415,856
Increase (decrease) in net assets resulting from operations			205,332				218,610				14,868				539				42,337				157,045
CONTRACT TRANSACTIONS:
Proceeds from units sold			40,177				16,462				64,413				-				102,742				135,205
Transfers for contract benefits and terminations			(25,291	)			(29,468	)			(119	)			(86	)			(26,713	)			(47,755	)
Net transfers			15,080				(59,309	)			14,508				115				(1,117,830	)			(2,044,453	)
Contract maintenance charges							(118	)							(6	)			(282	)			(1,117	)
Other, net			-				-				-				-				-				(275,838	)
Increase (decrease) in net assets resulting from contract transactions			29,967				(72,433	)			78,802				23				(1,042,082	)			(2,233,958	)
Total increase (decrease) in net assets			235,298				146,177				93,670				562				(999,745	)			(2,076,913	)
NET ASSETS:
Beginning of period			2,540,638				2,394,461				2,647				2,085				2,695,915				4,772,828
End of period	$		2,775,936		$		2,540,638		$		96,317		$		2,647		$		1,696,170		$		2,695,915
CHANGES IN UNITS OUTSTANDING:
Units issued			9,190				4,838				11,305				558				30,753				32,295
Units redeemed			(7,330	)			(9,543	)			(3,539	)			(547	)			(104,197	)			(185,947	)
Net increase (decrease)			1,860				(4,705	)			7,766				11				(73,444	)			(153,652	)

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST GOVERNMENT MONEY MARKET FUND								GREAT-WEST INFLATION- PROTECTED SECURITIES FUND				GREAT-WEST INTERNATIONAL INDEX FUND
		2020				2019				2020				2020				2019
										(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		39,781		$		215,933		$		-		$		46,604		$		30
Net realized gain (loss) on investments											(0	)			15,358				579
Change in net unrealized appreciation (depreciation) on investments			(0	)							1,262				113,043				2,707
Increase (decrease) in net assets resulting from operations			39,781				215,933				1,262				175,005				3,316
CONTRACT TRANSACTIONS:
Proceeds from units sold			5,993,505				4,129,581				691,554				130,503				4,529
Transfers for contract benefits and terminations			(964,171	)			(986,709	)			(1	)			(3,053	)			(11,143	)
Net transfers			4,305,835				2,162,463				(32,772	)			2,963,092				(49,500	)
Contract maintenance charges			(5,372	)			(6,291	)											(12	)
Other, net			-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			9,329,797				5,299,044				658,782				3,090,542				(56,126	)
Total increase (decrease) in net assets			9,369,577				5,514,977				660,044				3,265,546				(52,810	)
NET ASSETS:
Beginning of period			14,207,150				8,692,173								1,354				54,164
End of period	$		23,576,727		$		14,207,150		$		660,044		$		3,266,900		$		1,354
CHANGES IN UNITS OUTSTANDING:
Units issued			1,448,933				928,819				57,943				226,850				489
Units redeemed			(758,795	)			(530,985	)			(1	)			(2,250	)			(5,246	)
Net increase (decrease)			690,138				397,834				57,941				224,600				(4,757	)
	(1) For the period of September 21, 2020 to December 31, 2020.

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST INTERNATIONAL   VALUE FUND								GREAT-WEST LARGE CAP   GROWTH FUND								GREAT-WEST LARGE CAP VALUE   FUND INVESTOR II CLASS
		2020				2019				2020				2019				2020				2019
																						(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		46,481		$		63,726		$		3,681		$		137		$		24,248		$		14,251
Net realized gain (loss) on investments			(66,457	)			(122,553	)			51,028				20,053				(17,312	)			61,612
Change in net unrealized appreciation (depreciation) on investments			477,433				1,121,787				(8,068	)			33,113				48,064				74,984
Increase (decrease) in net assets resulting from operations			457,457				1,062,960				46,640				53,303				55,000				150,847
CONTRACT TRANSACTIONS:
Proceeds from units sold			68,990				71,368				25,226				15,205				9,591				2,105
Transfers for contract benefits and terminations			(55,110	)			(126,518	)			(2,454	)			(4,882	)			(18,555	)			(3,742	)
Net transfers			(334,526	)			(887,399	)			90,910				(251,334	)			(78,974	)			2,287,235
Contract maintenance charges			(35	)			(2,033	)			(80	)			(62	)							(79	)
Other, net			-				(33,287	)			-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(320,681	)			(977,869	)			113,602				(241,073	)			(87,939	)			2,285,519
Total increase (decrease) in net assets			136,776				85,091				160,242				(187,770	)			(32,939	)			2,436,366
NET ASSETS:
Beginning of period			5,149,493				5,064,402				19,280				207,050				2,436,366				-
End of period	$		5,286,269		$		5,149,493		$		179,522		$		19,280		$		2,403,427		$		2,436,366
CHANGES IN UNITS OUTSTANDING:
Units issued			45,740				44,596				4,167				447				50,153				251,913
Units redeemed			(69,147	)			(117,375	)			(1,660	)			(6,564	)			(61,654	)			(24,030	)
Net increase (decrease)			(23,407	)			(72,779	)			2,507				(6,117	)			(11,501	)			227,883
	(1) For the period October 28, 2019 to December 31, 2019.

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST LIFETIME 2015 FUND								GREAT-WEST LIFETIME 2020 FUND								GREAT-WEST LIFETIME 2025 FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		25,765		$		19,844		$		11,670		$		9,329		$		78,029		$		56,905
Net realized gain (loss) on investments			20,343				(3,199	)			16,966				18,609				6,883				203,221
Change in net unrealized appreciation (depreciation) on investments			114,783				174,513				37,059				46,088				368,581				288,099
Increase (decrease) in net assets resulting from operations			160,890				191,158				65,695				74,026				453,493				548,225
CONTRACT TRANSACTIONS:
Proceeds from units sold			233,002				384,276				40,481				67,990				977,600				976,433
Transfers for contract benefits and terminations			(26,120	)			(37,046	)			(9,778	)			(23,854	)			(80,654	)			(101,182	)
Net transfers			(123,632	)			(804,097	)			88,159				(69,205	)			(681,530	)			493,575
Contract maintenance charges							(675	)			(753	)			(944	)							(2,443	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			83,249				(457,542	)			118,110				(26,013	)			215,416				1,366,383
Total increase (decrease) in net assets			244,140				(266,384	)			183,805				48,013				668,909				1,914,608
NET ASSETS:
Beginning of period			1,380,614				1,646,998				491,618				443,605				4,073,988				2,159,380
End of period	$		1,624,754		$		1,380,614		$		675,423		$		491,618		$		4,742,897		$		4,073,988
CHANGES IN UNITS OUTSTANDING:
Units issued			18,762				70,082				11,716				7,144				94,630				194,863
Units redeemed			(12,246	)			(110,541	)			(2,888	)			(9,055	)			(83,246	)			(80,488	)
Net increase (decrease)			6,515				(40,459	)			8,828				(1,911	)			11,384				114,375

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST LIFETIME 2030 FUND								GREAT-WEST LIFETIME 2035 FUND								GREAT-WEST LIFETIME 2040 FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		42,618		$		29,491		$		26,962		$		16,493		$		22,547		$		13,719
Net realized gain (loss) on investments			83,586				91,082				17,359				(59,443	)			(6,191	)			50,158
Change in net unrealized appreciation (depreciation) on investments			160,749				131,020				152,055				264,079				104,751				79,625
Increase (decrease) in net assets resulting from operations			286,953				251,593				196,375				221,129				121,106				143,502
CONTRACT TRANSACTIONS:
Proceeds from units sold			663,767				69,019				526,105				138,852				182,101				28,510
Transfers for contract benefits and terminations			(48,641	)			(41,475	)			(156,007	)			(25,025	)			(14,334	)			(83,393	)
Net transfers			(160,502	)			149,034				(59,059	)			(633,445	)			364,017				102,809
Contract maintenance charges			(1,999	)			(1,969	)							(1,095	)							(610	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			452,625				174,609				311,040				(520,713	)			531,784				47,316
Total increase (decrease) in net assets			739,578				426,202				507,415				(299,584	)			652,890				190,818
NET ASSETS:
Beginning of period			1,637,130				1,210,928				1,249,500				1,549,084				770,657				579,839
End of period	$		2,376,708		$		1,637,130		$		1,756,915		$		1,249,500		$		1,423,547		$		770,657
CHANGES IN UNITS OUTSTANDING:
Units issued			85,169				31,239				43,845				41,645				60,706				13,421
Units redeemed			(50,858	)			(17,905	)			(22,505	)			(87,195	)			(27,343	)			(9,780	)
Net increase (decrease)			34,311				13,334				21,340				(45,550	)			33,363				3,641

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST LIFETIME 2045 FUND								GREAT-WEST LIFETIME 2050 FUND								GREAT-WEST LIFETIME 2055 FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		16,849		$		9,525		$		7,116		$		4,136		$		5,520		$		4,739
Net realized gain (loss) on investments			16,405				34,183				10,542				23,206				32,097				21,122
Change in net unrealized appreciation (depreciation) on investments			97,041				88,330				32,318				26,565				24,903				19,089
Increase (decrease) in net assets resulting from operations			130,294				132,038				49,976				53,907				62,520				44,950
CONTRACT TRANSACTIONS:
Proceeds from units sold			316,209				155,887				16,959				6,852				54,940				24,261
Transfers for contract benefits and terminations			(129,586	)			(21,286	)			(4,169	)			(164,707	)			(10,749	)			(40,661	)
Net transfers			179,656				(76,136	)			139,364				89,140				(197,063	)			283,378
Contract maintenance charges			(1,263	)			(1,589	)							(136	)							(212	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			365,017				56,876				152,154				(68,851	)			(152,873	)			266,766
Total increase (decrease) in net assets			495,311				188,914				202,130				(14,944	)			(90,353	)			311,716
NET ASSETS:
Beginning of period			674,620				485,706				213,215				228,159				484,677				172,961
End of period	$		1,169,931		$		674,620		$		415,345		$		213,215		$		394,324		$		484,677
CHANGES IN UNITS OUTSTANDING:
Units issued			49,222				44,215				12,881				8,125				9,170				22,006
Units redeemed			(24,823	)			(39,407	)			(2,514	)			(13,031	)			(18,772	)			(3,376	)
Net increase (decrease)			24,399				4,808				10,367				(4,906	)			(9,602	)			18,630

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST MID CAP VALUE FUND								GREAT-WEST MODERATE     PROFILE FUND								GREAT-WEST MODERATELY     AGGRESSIVE PROFILE FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		681		$		111		$		4,448		$		6,065		$		1,487		$		1,541
Net realized gain (loss) on investments			(4,658	)			(5,731	)			387				17,211				(5,173	)			6,818
Change in net unrealized appreciation (depreciation) on investments			2,734				20,354				28,315				25,023				8,941				7,923
Increase (decrease) in net assets resulting from operations			(1,243	)			14,734				33,150				48,299				5,255				16,282
CONTRACT TRANSACTIONS:
Proceeds from units sold			35,909				25,458				3,012				3,035				5,220				3,247
Transfers for contract benefits and terminations			(2,771	)			(2,746	)			(6,603	)			(48,181	)			(22,818	)			(1,584	)
Net transfers			(5,610	)			(39,929	)			(2,339	)			24,998				(14,560	)			14,410
Contract maintenance charges							(36	)							(220	)							(82	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			27,528				(17,253	)			(5,929	)			(20,368	)			(32,157	)			15,991
Total increase (decrease) in net assets			26,285				(2,519	)			27,220				27,931				(26,901	)			32,273
NET ASSETS:
Beginning of period			78,854				81,373				311,140				283,209				109,470				77,197
End of period	$		105,139		$		78,854		$		338,360		$		311,140		$		82,569		$		109,470
CHANGES IN UNITS OUTSTANDING:
Units issued			4,614				3,267				2,170				4,514				1,030				2,677
Units redeemed			(2,706	)			(4,642	)			(2,758	)			(6,338	)			(3,953	)			(1,316	)
Net increase (decrease)			1,908				(1,375	)			(588	)			(1,824	)			(2,923	)			1,361

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

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST MODERATELY     CONSERVATIVE PROFILE FUND								GREAT-WEST MULTI- SECTOR     BOND FUND								GREAT-WEST REAL ESTATE     INDEX FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		12,911		$		2,214		$		10,992		$		10,602		$		3,246		$		2,297
Net realized gain (loss) on investments			2,674				5,577				10,042				10,535				(32,084	)			11,269
Change in net unrealized appreciation (depreciation) on investments			49,343				6,457				(2,849	)			43,427				(14,934	)			29,951
Increase (decrease) in net assets resulting from operations			64,929				14,248				18,185				64,564				(43,772	)			43,517
CONTRACT TRANSACTIONS:
Proceeds from units sold			1,272,873				4,142				10,518				51,998				148,559				64,092
Transfers for contract benefits and terminations			(57,154	)			(2,070	)			(9,233	)			(11,813	)			(5,329	)			(21,984	)
Net transfers			(10,535	)			29,612				(181,697	)			56,656				(67,445	)			(10,892	)
Contract maintenance charges			(2,103	)			(70	)			(108	)			(308	)							(106	)
Other, net			-				-				-				(102,406	)			-				-
Increase (decrease) in net assets resulting from contract transactions			1,203,082				31,614				(180,520	)			(5,873	)			75,785				31,110
Total increase (decrease) in net assets			1,268,010				45,862				(162,335	)			58,691				32,013				74,627
NET ASSETS:
Beginning of period			133,214				87,352				565,572				506,881				269,361				194,734
End of period	$		1,401,224		$		133,214		$		403,237		$		565,572		$		301,374		$		269,361
CHANGES IN UNITS OUTSTANDING:
Units issued			165,178				3,941				3,583				3,209				16,300				8,179
Units redeemed			(66,119	)			(1,068	)			(8,197	)			(3,228	)			(11,626	)			(6,153	)
Net increase (decrease)			99,059				2,873				(4,614	)			(19	)			4,674				2,026

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST S&P MID CAP  400®     INDEX FUND								GREAT-WEST S&P SMALL CAP 600®     INDEX FUND								GREAT-WEST SHORT DURATION     BOND FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		52,112		$		5,349		$		2,899		$		158		$		136,776		$		166,840
Net realized gain (loss) on investments			67,325				79,708				36,205				2,641				55,785				8,303
Change in net unrealized appreciation (depreciation) on investments			358,590				267,556				37,589				990				136,896				246,673
Increase (decrease) in net assets resulting from operations			478,027				352,613				76,694				3,789				329,456				421,816
CONTRACT TRANSACTIONS:
Proceeds from units sold			275,617				168,557				115,735				7,710				108,245				82,625
Transfers for contract benefits and terminations			(60,483	)			(277,963	)			(4,014	)			(138	)			(210,829	)			(165,913	)
Net transfers			5,430,308				(9,160	)			240,501				14,694				(1,211,527	)			246,765
Contract maintenance charges							(865	)							(30	)			(286	)			(1,891	)
Other, net			-				-				-				-				-				(286,165	)
Increase (decrease) in net assets resulting from contract transactions			5,645,442				(119,431	)			352,223				22,236				(1,314,397	)			(124,579	)
Total increase (decrease) in net assets			6,123,469				233,182				428,916				26,025				(984,941	)			297,237
NET ASSETS:
Beginning of period			1,620,855				1,387,673				40,103				14,078				7,942,471				7,645,234
End of period	$		7,744,324		$		1,620,855		$		469,019		$		40,103		$		6,957,530		$		7,942,471
CHANGES IN UNITS OUTSTANDING:
Units issued			346,723				26,802				33,157				2,559				18,681				27,648
Units redeemed			(77,049	)			(33,020	)			(10,199	)			(1,243	)			(105,708	)			(35,428	)
Net increase (decrease)			269,674				(6,218	)			22,958				1,316				(87,027	)			(7,780	)

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST SMALL CAP     VALUE FUND								GREAT-WEST T. ROWE PRICE MID CAP     GROWTH FUND								GREAT-WEST T. ROWE PRICE EQUITY INCOME FUND
		2020				2019				2020				2019				2019
																		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		(0	)	$		5		$		26		$		360		$		17,586
Net realized gain (loss) on investments			(2,337	)			2,961				159,671				459,466				215,912
Change in net unrealized appreciation (depreciation) on investments			87,234				185,440				253,316				544,169				77,207
Increase (decrease) in net assets resulting from operations			84,897				188,406				413,013				1,003,995				310,705
CONTRACT TRANSACTIONS:
Proceeds from units sold			15,514				21,410				104,568				101,991				11,232
Transfers for contract benefits and terminations			(8,737	)			(11,466	)			(91,994	)			(782,859	)			(19,022	)
Net transfers			(40,219	)			26,418				(991,369	)			(637,112	)			(1,927,128	)
Contract maintenance charges							(256	)							(1,573	)			(386	)
Other, net			-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(33,442	)			36,106				(978,795	)			(1,319,553	)			(1,935,304	)
Total increase (decrease) in net assets			51,454				224,512				(565,782	)			(315,558	)			(1,624,599	)
NET ASSETS:
Beginning of period			980,305				755,793				3,447,416				3,762,974				1,624,599
End of period	$		1,031,759		$		980,305		$		2,881,634		$		3,447,416		$		-
CHANGES IN UNITS OUTSTANDING:																			.
Units issued			6,309				2,108				11,500				13,754				10,422
Units redeemed			(5,864	)			(1,238	)			(31,709	)			(40,552	)			(71,172	)
Net increase (decrease)			445				870				(20,209	)			(26,798	)			(60,750	)
	(1) For the period January 1, 2019 to October 28, 2019.

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		GREAT-WEST U.S. GOVERNMENT     SECURITIES FUND								INVESCO OPPENHEIMER V.I. MAIN STREET SMALL CAP FUND								INVESCO V.I. CORE     EQUITY FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		28,600		$		49,314		$		2,995		$		2,140		$		309		$		199
Net realized gain (loss) on investments			6,996				(4,174	)			6,620				(43,563	)			4,899				2,249
Change in net unrealized appreciation (depreciation) on investments			154,398				141,489				69,224				213,464				(1,117	)			2,905
Increase (decrease) in net assets resulting from operations			189,995				186,629				78,840				172,041				4,091				5,353
CONTRACT TRANSACTIONS:
Proceeds from units sold			578,251				18				30,469				40,911				-				-
Transfers for contract benefits and terminations			(32,682	)			(41,410	)			(7,961	)			(624,851	)			(339	)			(442	)
Net transfers			(67,958	)			171,195				(226,054	)			(30,134	)			(852	)			(2,241	)
Contract maintenance charges							(762	)							(403	)							(8	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			477,610				129,041				(203,546	)			(614,477	)			(1,191	)			(2,691	)
Total increase (decrease) in net assets			667,605				315,670				(124,707	)			(442,436	)			2,900				2,662
NET ASSETS:
Beginning of period			3,279,475				2,963,805				470,612				913,048				22,050				19,388
End of period	$		3,947,080		$		3,279,475		$		345,905		$		470,612		$		24,950		$		22,050
CHANGES IN UNITS OUTSTANDING:
Units issued			26,797				12,980				9,560				10,950				145				2
Units redeemed			(7,700	)			(7,268	)			(22,304	)			(58,805	)			(150	)			(109	)
Net increase (decrease)			19,096				5,712				(12,744	)			(47,855	)			(5	)			(107	)

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

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2020 AND 2019

		INVESTMENT DIVISIONS
		INVESCO V.I. GLOBAL REAL     ESTATE FUND								INVESCO V.I. HEALTH CARE FUND								INVESCO V.I. INTERNATIONAL GROWTH FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		62,070		$		51,335		$		202		$		24		$		81,891		$		56,572
Net realized gain (loss) on investments			33,405				45,367				2,593				3,054				83,820				280,885
Change in net unrealized appreciation (depreciation) on investments			(211,828	)			181,368				6,344				16,074				282,282				522,499
Increase (decrease) in net assets resulting from operations			(116,353	)			278,070				9,139				19,152				447,993				859,956
CONTRACT TRANSACTIONS:
Proceeds from units sold			78,153				2,063				-				-				26,335				27,838
Transfers for contract benefits and terminations			(9,317	)			(23,959	)			(678	)			(4,668	)			(33,410	)			(80,766	)
Net transfers			240,636				(501,696	)			(1,352	)			(31,850	)			(317,059	)			(95,843	)
Contract maintenance charges							(326	)			(53	)			(80	)			(23	)			(1,133	)
Other, net			1,270				(1,371	)			-				-				-				(21,660	)
Increase (decrease) in net assets resulting from contract transactions			310,742				(525,289	)			(2,083	)			(36,598	)			(324,157	)			(171,564	)
Total increase (decrease) in net assets			194,388				(247,219	)			7,055				(17,446	)			123,836				688,392
NET ASSETS:
Beginning of period			1,223,825				1,471,044				63,659				81,105				3,788,850				3,100,458
End of period	$		1,418,213		$		1,223,825		$		70,714		$		63,659		$		3,912,686		$		3,788,850
CHANGES IN UNITS OUTSTANDING:
Units issued			9,532				1,595				138				97				19,034				15,589
Units redeemed			(868	)			(14,484	)			(184	)			(1,173	)			(37,228	)			(25,666	)
Net increase (decrease)			8,664				(12,889	)			(46	)			(1,076	)			(18,194	)			(10,077	)

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, 2020 AND 2019

		INVESTMENT DIVISIONS
		INVESCO V.I. MID CAP CORE     EQUITY FUND								INVESCO V.I. TECHNOLOGY FUND								JANUS HENDERSON VIT BALANCED     PORTFOLIO
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		2,585		$		1,144		$		0		$				$		63,154		$		52,949
Net realized gain (loss) on investments			61,906				24,800				13,989				34,636				70,881				203,778
Change in net unrealized appreciation (depreciation) on investments			(20,425	)			23,477				24,515				3,669				190,957				270,574
Increase (decrease) in net assets resulting from operations			44,066				49,421				38,504				38,305				324,992				527,301
CONTRACT TRANSACTIONS:
Proceeds from units sold			-				-				-				-				142,010				365,901
Transfers for contract benefits and terminations			(2,686	)			(2,141	)			(1,159	)			(8,049	)			(74,533	)			(842,819	)
Net transfers			106,491				4,024				(1,991	)			(66,019	)			333,518				451,466
Contract maintenance charges							(129	)							(130	)							(1,618	)
Other, net			-				-				-				-				2,537				(3,106	)
Increase (decrease) in net assets resulting from contract transactions			103,805				1,754				(3,149	)			(74,198	)			403,533				(30,176	)
Total increase (decrease) in net assets			147,871				51,175				35,355				(35,893	)			728,525				497,125
NET ASSETS:
Beginning of period			247,356				196,181				93,567				129,460				2,697,549				2,200,424
End of period	$		395,227		$		247,356		$		128,922		$		93,567		$		3,426,074		$		2,697,549
CHANGES IN UNITS OUTSTANDING:
Units issued			5,735				563				309				167				28,754				29,670
Units redeemed			(1,682	)			(506	)			(468	)			(2,629	)			(20,851	)			(29,668	)
Net increase (decrease)			4,054				57				(159	)			(2,462	)			7,902				2

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, 2020 AND 2019

			INVESTMENT DIVISIONS
			JANUS HENDERSON VIT ENTERPRISE     PORTFOLIO								JANUS HENDERSON VIT FLEXIBLE     BOND PORTFOLIO								JANUS HENDERSON VIT FORTY     PORTFOLIO
			2020				2019				2020				2019				2020				2019
							(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$			645		$		483		$		69,087		$		72,438		$		21,507		$		4,164
Net realized gain (loss) on investments				26,453				129				80,698				64,587				466,951				160,363
Change in net unrealized appreciation (depreciation) on investments				71,828				40,549				111,215				53,752				520,024				603,413
Increase (decrease) in net assets resulting from operations				98,926				41,161				261,000				190,777				1,008,482				767,940
CONTRACT TRANSACTIONS:
Proceeds from units sold				70,357				29,592				162				8,999				80,817				78,082
Transfers for contract benefits and terminations				(10,400	)			(5,207	)			(41,890	)			(51,335	)			(35,854	)			(91,647	)
Net transfers				6,587				545,102				687,423				1,152				(831,016	)			(468,424	)
Contract maintenance charges								(125	)			(107	)			(934	)							(1,854	)
Other, net				-				-				-				(100,111	)			-				-
Increase (decrease) in net assets resulting from contract transactions				66,543				569,362				645,589				(142,229	)			(786,053	)			(483,843	)
Total increase (decrease) in net assets				165,469				610,523				906,590				48,548				222,429				284,097
NET ASSETS:
Beginning of period				610,523				-				1,853,468				1,804,920				2,540,872				2,256,775
End of period	$			775,992		$		610,523		$		2,760,058		$		1,853,468		$		2,763,301		$		2,540,872
CHANGES IN UNITS OUTSTANDING:
Units issued				21,030				39,259				64,983				51,740				7,849				18,778
Units redeemed				(18,555	)			(481	)			(42,643	)			(56,044	)			(16,793	)			(27,658	)
Net increase (decrease)				2,475				38,778				22,340				(4,304	)			(8,945	)			(8,880	)
		(1) For the period June 5, 2019 to December 31, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		JANUS HENDERSON VIT GLOBAL     RESEARCH PORTFOLIO								JANUS HENDERSON VIT GLOBAL     TECHNOLOGY AND INNOVATION PORTFOLIO								JANUS HENDERSON VIT OVERSEAS     PORTFOLIO
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		4,624		$		7,948		$		64		$		5,840		$		788		$		1,057
Net realized gain (loss) on investments			175,787				127,563				385,036				159,955				(65	)			(92	)
Change in net unrealized appreciation (depreciation) on investments			(45,828	)			71,321				451,940				311,658				9,052				12,246
Increase (decrease) in net assets resulting from operations			134,582				206,832				837,040				477,453				9,775				13,211
CONTRACT TRANSACTIONS:
Proceeds from units sold			-				-				235,341				304,584				-				-
Transfers for contract benefits and terminations			(8,961	)			(20,342	)			(37,910	)			(70,040	)			(712	)			(979	)
Net transfers			(540,503	)			(209,631	)			(451,108	)			131,147				(235	)			-
Contract maintenance charges							(321	)							(782	)							(4	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(549,465	)			(230,294	)			(253,677	)			364,909				(947	)			(983	)
Total increase (decrease) in net assets			(414,882	)			(23,462	)			583,362				842,362				8,828				12,228
NET ASSETS:
Beginning of period			733,844				757,306				1,764,124				921,762				61,586				49,358
End of period	$		318,962		$		733,844		$		2,347,486		$		1,764,124		$		70,414		$		61,586
CHANGES IN UNITS OUTSTANDING:
Units issued			6,479				7,707				8,053				11,449				4				5
Units redeemed			(34,544	)			(22,298	)			(11,515	)			(4,477	)			(37	)			(40	)
Net increase (decrease)			(28,065	)			(14,591	)			(3,462	)			6,972				(33	)			(35	)

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		LORD ABBETT SERIES DEVELOPING     GROWTH PORTFOLIO								LORD ABBETT SERIES TOTAL RETURN     PORTFOLIO								MFS VIT GROWTH SERIES
		2020				2019				2020				2019				2020				2019
														(1)								(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		(0)		$				$		484		$		181		$		-		$		1,669
Net realized gain (loss) on investments			22,057				12,687				538				155				1,277
Change in net unrealized appreciation (depreciation) on investments			72,001				15,193				25				28				2,456				230
Increase (decrease) in net assets resulting from operations			94,058				27,880				1,046				364				3,733				1,899
CONTRACT TRANSACTIONS:
Proceeds from units sold			-				-				1,061				-				12				-
Transfers for contract benefits and terminations			(1,857	)			(1,836	)			(426	)			(168	)			(375	)			(253	)
Net transfers			(1,417	)			24,458				12,444				6,725				5,781				7,053
Contract maintenance charges							(38	)			(20	)			(12	)			(20	)			(18	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(3,274	)			22,584				13,059				6,545				5,398				6,782
Total increase (decrease) in net assets			90,784				50,464				14,105				6,909				9,131				8,681
NET ASSETS:
Beginning of period			130,985				80,521				6,909				-				8,681
End of period	$		221,769		$		130,985		$		21,014		$		6,909		$		17,812		$		8,681
CHANGES IN UNITS OUTSTANDING:
Units issued			442				1,770				1,502				1,871				476				1,697
Units redeemed			(605	)			(147	)			(350	)			(1,241	)			(115	)			(1,048	)
Net increase (decrease)			(163	)			1,623				1,152				630				361				649
	(1)  For the period March 13, 2019 to December 31, 2019.
	(2)  For the period January 17, 2019 to December 31, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		MFS VIT II INTERNATIONAL GROWTH PORTFOLIO				MFS VIT III BLENDED RESEARCH SMALL CAP EQUITY PORTFOLIO								MFS VIT III GLOBAL REAL ESTATE PORTFOLIO
		2020				2020				2019				2020
		(1)								(2)				(3)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		-		$		113		$		38		$		-
Net realized gain (loss) on investments			5,862				989				897				1,010
Change in net unrealized appreciation (depreciation) on investments			27,706				883				(337	)			2,720
Increase (decrease) in net assets resulting from operations			33,567				1,985				598				3,730
CONTRACT TRANSACTIONS:
Proceeds from units sold			262,737				274				12				25,582
Transfers for contract benefits and terminations			(1	)			(236	)			(157	)			(1	)
Net transfers			174,013				7,587				5,943				5,983
Contract maintenance charges							(12	)			(11	)
Other, net			-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			436,750				7,613				5,787				31,564
Total increase (decrease) in net assets			470,317				9,598				6,385				35,294
NET ASSETS:
Beginning of period							6,385				-
End of period	$		470,317		$		15,983		$		6,385		$		35,294
CHANGES IN UNITS OUTSTANDING:
Units issued			46,597				789				1,166				3,820
Units redeemed			(8,912	)			(94	)			(686	)			(1,210	)
Net increase (decrease)			37,685				695				480				2,610
	(1) For the period of September 21, 2020 to December 31, 2020.
	(2) For the period March 13, 2019 to December 31, 2019.
	(3) For the period of September 21, 2020 to December 31, 2020.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		MFS VIT III MID CAP VALUE PORTFOLIO								MFS VIT MID CAP GROWTH SERIES								MFS VIT RESEARCH SERIES
		2020				2019				2020				2019				2020				2019
										(1)				(2)								(3)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		66		$		31		$		-		$		-		$		433		$		390
Net realized gain (loss) on investments			192				699				933				228				2,503				9,951
Change in net unrealized appreciation (depreciation) on investments			477				(34	)			39,275				(107	)			6,452				108
Increase (decrease) in net assets resulting from operations			735				696				40,208				121				9,389				10,449
CONTRACT TRANSACTIONS:
Proceeds from units sold			12				-				248,153				-				12				-
Transfers for contract benefits and terminations			(108	)			(72	)			(42	)			-				(1,727	)			(1,585	)
Net transfers			2,365				(446	)			193,898				(2,441	)			1,936				45,292
Contract maintenance charges							(5	)							-				(94	)			(111	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			2,269				(523	)			442,009				(2,441	)			127				43,596
Total increase (decrease) in net assets			3,004				173				482,217				(2,320	)			9,516				54,045
NET ASSETS:
Beginning of period			2,629				2,456								2,320				54,045				-
End of period	$		5,633		$		2,629		$		482,217		$		-		$		63,561		$		54,045
CHANGES IN UNITS OUTSTANDING:
Units issued			277				538				25,652								401				8,798
Units redeemed			(58	)			(585	)			(3,840	)			(199	)			(373	)			(5,552	)
Net increase (decrease)			219				(47	)			21,812				(199	)			28				3,246
	(1) For the period of April 21, 2020 to December 31, 2020.
	(2) For the period January 1, 2019 to January 17, 2019.
	(3) For the period March 13, 2019 to December 31, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		MFS VIT TOTAL RETURN BOND SERIES								MFS VIT VALUE SERIES								NEUBERGER BERMAN AMT MID CAP GROWTH PORTFOLIO
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		145,934		$		140,342		$		7,379		$		10,212		$		(0	)	$
Net realized gain (loss) on investments			(1,764	)			(7,856	)			18,565				25,029				2,414				1,211
Change in net unrealized appreciation (depreciation) on investments			188,308				186,609				(11,585	)			73,394				4,018				2,798
Increase (decrease) in net assets resulting from operations			332,479				319,095				14,358				108,635				6,432				4,009
CONTRACT TRANSACTIONS:
Proceeds from units sold			12,008				9,212				28,046				39,490				-				-
Transfers for contract benefits and terminations			(50,944	)			(186,343	)			(6,744	)			(108,871	)			(232	)			(288	)
Net transfers			(173,133	)			3,178,917				48,932				40,796				(4,543	)			(2,064	)
Contract maintenance charges							(971	)							(306	)							(5	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(212,069	)			3,000,815				70,234				(28,891	)			(4,775	)			(2,357	)
Total increase (decrease) in net assets			120,410				3,319,910				84,592				79,744				1,656				1,652
NET ASSETS:
Beginning of period			4,227,758				907,848				435,877				356,133				14,640				12,988
End of period	$		4,348,168		$		4,227,758		$		520,469		$		435,877		$		16,296		$		14,640
CHANGES IN UNITS OUTSTANDING:
Units issued			25,916				315,066				7,169				10,448				90				1
Units redeemed			(45,535	)			(26,014	)			(2,768	)			(12,178	)			(190	)			(88	)
Net increase (decrease)			(19,619	)			289,052				4,401				(1,730	)			(100	)			(87	)

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO								NEUBERGER BERMAN AMT SUSTAINABLE EQUITY PORTFOLIO								PIMCO VIT GLOBAL BOND OPPORTUNITIES PORTFOLIO (UNHEDGED)
		2020				2019				2020				2019				2020				2019
																						(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		742		$		455		$		797		$		749		$		137		$		94
Net realized gain (loss) on investments			(865	)			(33,231	)			4,866				10,230				5				27
Change in net unrealized appreciation (depreciation) on investments			9,864				134,311				20,663				17,077				81				61
Increase (decrease) in net assets resulting from operations			9,741				101,535				26,326				28,056				223				182
CONTRACT TRANSACTIONS:
Proceeds from units sold			12				-				12				-				329,804				-
Transfers for contract benefits and terminations			(424	)			(73,922	)			(1,829	)			(5,920	)			(137	)			(130	)
Net transfers			126,086				(667,392	)			(202	)			(1,233	)			(17,667	)			5,291
Contract maintenance charges							(62	)							(126	)							(9	)
Other, net			7,623				(9,195	)			-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			133,297				(750,571	)			(2,019	)			(7,279	)			312,001				5,152
Total increase (decrease) in net assets			143,038				(649,036	)			24,307				20,777				312,224				5,334
NET ASSETS:
Beginning of period			64,708				713,744				125,397				104,620				5,334				-
End of period	$		207,746		$		64,708		$		149,704		$		125,397		$		317,558		$		5,334
CHANGES IN UNITS OUTSTANDING:
Units issued			5,866				5,180				500				1,766				26,876				1,474
Units redeemed			(108	)			(34,953	)			(505	)			(2,024	)			(351	)			(974	)
Net increase (decrease)			5,758				(29,773	)			(5	)			(258	)			26,525				500
	(1) For the period March 13, 2019 to December 31, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		PIMCO VIT HIGH YIELD PORTFOLIO								PIMCO VIT LOW DURATION PORTFOLIO								PIMCO VIT REAL RETURN PORTFOLIO
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		12,366		$		11,061		$		98,340		$		206,181		$		5,766		$		6,804
Net realized gain (loss) on investments			(34	)			1,330				(5,147	)			(16,492	)			4,733				(3,595	)
Change in net unrealized appreciation (depreciation) on investments			3,727				16,486				147,464				100,737				32,865				30,780
Increase (decrease) in net assets resulting from operations			16,059				28,877				240,657				290,426				43,364				33,989
CONTRACT TRANSACTIONS:
Proceeds from units sold			68,293				35,098				30,808				-				35,891				865
Transfers for contract benefits and terminations			(5,528	)			(6,188	)			(85,791	)			(250,635	)			(4,029	)			(62,828	)
Net transfers			15,547				(19,362	)			73,579				1,876,969				5,425				(63,747	)
Contract maintenance charges							(134	)							(3,021	)							(152	)
Other, net			-				-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			78,311				9,414				18,595				1,623,313				37,287				(125,862	)
Total increase (decrease) in net assets			94,370				38,291				259,253				1,913,739				80,651				(91,873	)
NET ASSETS:
Beginning of period			218,781				180,490				8,036,637				6,122,898				418,355				510,228
End of period	$		313,151		$		218,781		$		8,295,890		$		8,036,637		$		499,006		$		418,355
CHANGES IN UNITS OUTSTANDING:
Units issued			3,205				2,047				17,943				124,793				7,885				3,708
Units redeemed			(328	)			(1,611	)			(16,780	)			(19,173	)			(6,370	)			(10,918	)
Net increase (decrease)			2,877				436				1,163				105,620				1,516				(7,210	)

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		PIMCO VIT TOTAL RETURN PORTFOLIO								PIONEER REAL ESTATE SHARES VCT     PORTFOLIO								PUTNAM VT     INTERNATIONAL     GROWTH FUND
		2020				2019				2020				2019				2019
																		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		93,330		$		120,776		$		1,203		$		1,575		$		-
Net realized gain (loss) on investments			46,381				(14,051	)			10,255				15,861				(3,873	)
Change in net unrealized appreciation (depreciation) on investments			211,006				210,626				(19,233	)			(1,839	)			11,607
Increase (decrease) in net assets resulting from operations			350,717				317,351				(7,775	)			15,597				7,734
CONTRACT TRANSACTIONS:
Proceeds from units sold			264,980				60,944				18,051				14,039				-
Transfers for contract benefits and terminations			(54,454	)			(269,198	)			(2,027	)			(1,993	)			(576	)
Net transfers			30,662				557,013				(3,922	)			(5,984	)			(51,941	)
Contract maintenance charges							(820	)							(44	)			(13	)
Other, net			8,259				(7,846	)			-				-				-
Increase (decrease) in net assets resulting from contract transactions			249,447				340,093				12,102				6,018				(52,530	)
Total increase (decrease) in net assets			600,164				657,444				4,327				21,615				(44,796	)
NET ASSETS:
Beginning of period			4,202,413				3,544,969				70,823				49,208				44,796
End of period	$		4,802,577		$		4,202,413		$		75,150		$		70,823		$		-
CHANGES IN UNITS OUTSTANDING:
Units issued			24,547				31,594				1,781				2,283				4
Units redeemed			(14,257	)			(14,534	)			(974	)			(1,674	)			(2,269	)
Net increase (decrease)			10,290				17,060				806				609				(2,265	)
			(1) For the period of January 1, 2019 to November 5, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		PUTNAM VT EQUITY INCOME FUND								PUTNAM VT GLOBAL ASSET     ALLOCATION FUND								PUTNAM VT GLOBAL EQUITY FUND
		2020				2019				2020				2019				2020				2019
														(1)								(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		10,154		$		7,598		$		107		$		-		$		124		$		-
Net realized gain (loss) on investments			36,310				38,818				142				171				1,278				593
Change in net unrealized appreciation (depreciation) on investments			25,440				65,168				1,322				313				1,608				3,131
Increase (decrease) in net assets resulting from operations			71,904				111,584				1,571				484				3,010				3,724
CONTRACT TRANSACTIONS:
Proceeds from units sold			125,231				102,521				12				-				12				19,001
Transfers for contract benefits and terminations			(9,958	)			(48,556	)			(247	)			(142	)			(709	)			(1,164	)
Net transfers			158,635				27,549				7,403				4,808				(6,704	)			11,367
Contract maintenance charges							(247	)			(14	)			(10	)			(40	)			(49	)
Other, net			3,805				(4,985	)			-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			277,713				76,282				7,155				4,656				(7,441	)			29,155
Total increase (decrease) in net assets			349,618				187,866				8,726				5,140				(4,431	)			32,879
NET ASSETS:
Beginning of period			528,886				341,020				5,140				-				32,879				-
End of period	$		878,504		$		528,886		$		13,866		$		5,140		$		28,448		$		32,879
CHANGES IN UNITS OUTSTANDING:
Units issued			9,796				3,918				616				1,042				457				4,192
Units redeemed			(2,829	)			(1,986	)			(66	)			(648	)			(989	)			(1,725	)
Net increase (decrease)			6,967				1,932				550				394				(532	)			2,467
			(1) For the period April 8, 2019 to December 31, 2019.
			(2) For the period March 13, 2019 to December 31, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		PUTNAM VT GROWTH OPPORTUNITIES FUND								PUTNAM VT HIGH YIELD FUND								PUTNAM VT INCOME FUND
		2020				2019				2020				2019				2020				2019
						(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		170		$				$		35,355		$		11,061		$		39,969		$		19,807
Net realized gain (loss) on investments			3,352				145				(2,408	)			1,330				21,756				5,206
Change in net unrealized appreciation (depreciation) on investments			66,379				507				(1,605	)			16,486				(34,984	)			36,995
Increase (decrease) in net assets resulting from operations			69,901				652				31,342				28,877				26,741				62,008
CONTRACT TRANSACTIONS:
Proceeds from units sold			60,527				3,553				5,960				35,098				232,880				229,331
Transfers for contract benefits and terminations			(4,028	)			(307	)			(5,233	)			(6,188	)			(16,728	)			(19,020	)
Net transfers			1,533,603				2,238				25,213				(19,362	)			(872,257	)			230,626
Contract maintenance charges			(126	)			(54	)							(134	)							(86	)
Other, net			-				-				3,811				-				-				-
Increase (decrease) in net assets resulting from contract transactions			1,589,976				5,430				29,750				9,414				(656,104	)			440,851
Total increase (decrease) in net assets			1,659,877				6,082				61,092				38,291				(629,364	)			502,859
NET ASSETS:
Beginning of period			6,082				-				218,781				180,490				637,949				135,090
End of period	$		1,665,959		$		6,082		$		279,873		$		218,781		$		8,585		$		637,949
CHANGES IN UNITS OUTSTANDING:
Units issued			65,407				483				2,776				2,047				39,387				47,871
Units redeemed			(3,545	)			(167	)			(1,740	)			(1,611	)			(92,319	)			(6,959	)
Net increase (decrease)			61,862				316				1,036				436				(52,932	)			40,912
			(1) For the period June 5, 2019 to December 31, 2019.

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		PUTNAM VT     INTERNATIONAL     VALUE FUND				PUTNAM VT     SMALL CAP VALUE FUND								PUTNAM VT     SUSTAINABLE FUTURE FUND
		2020				2020				2019				2020				2019
		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		-		$		37		$		26		$		546		$		868
Net realized gain (loss) on investments			159				(92	)			(33,381	)			12,259				23,233
Change in net unrealized appreciation (depreciation) on investments			2,865				320				42,499				68,145				3,659
Increase (decrease) in net assets resulting from operations			3,024				265				9,144				80,950				27,760
CONTRACT TRANSACTIONS:
Proceeds from units sold			379				12				-				34,650				23,448
Transfers for contract benefits and terminations			(33	)			(31	)			(22,076	)			(1,969	)			(2,134	)
Net transfers			244,021				1,510				(63,704	)			(13,599	)			2,810
Contract maintenance charges											(7	)							(36	)
Other, net			-				-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			244,366				1,492				(85,787	)			19,082				24,088
Total increase (decrease) in net assets			247,390				1,757				(76,643	)			100,032				51,848
NET ASSETS:
Beginning of period							1,792				78,435				139,795				87,947
End of period	$		247,390		$		3,549		$		1,792		$		239,827		$		139,795
CHANGES IN UNITS OUTSTANDING:
Units issued			18,844				168				140				1,143				810
Units redeemed			(114	)			(43	)			(7,548	)			(760	)			(241	)
Net increase (decrease)			18,731				125				(7,408	)			383				569
	(1)   For the period of April 16, 2020 to December 31, 2020

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		ROYCE CAPITAL FUND -     SMALL-CAP PORTFOLIO								T. ROWE PRICE BLUE CHIP GROWTH     PORTFOLIO CLASS II								VAN ECK VIP EMERGING MARKETS     FUND
		2020				2019				2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		543		$		652		$		-		$		-		$		1,269		$		238
Net realized gain (loss) on investments			(32,621	)			(132,075	)			377,870				168,416				1,999				1,261
Change in net unrealized appreciation (depreciation) on investments			(5,446	)			272,278				(13,258	)			317,302				8,322				12,579
Increase (decrease) in net assets resulting from operations			(37,525	)			140,855				364,613				485,718				11,590				14,078
CONTRACT TRANSACTIONS:
Proceeds from units sold			-				-				332,771				41,731				2,500				2,500
Transfers for contract benefits and terminations			(1,352	)			(5,512	)			(45,222	)			(32,925	)			(850	)			(1,054	)
Net transfers			(49,386	)			(950,696	)			(534,863	)			52,291				(240	)			-
Contract maintenance charges			(29	)			(91	)							(563	)							(7	)
Other, net			-				(29,880	)			-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(50,768	)			(986,179	)			(247,313	)			60,534				1,410				1,439
Total increase (decrease) in net assets			(88,293	)			(845,324	)			117,300				546,252				12,999				15,517
NET ASSETS:
Beginning of period			162,366				1,007,690				2,132,838				1,586,586				61,104				45,587
End of period	$		74,073		$		162,366		$		2,250,138		$		2,132,838		$		74,103		$		61,104
CHANGES IN UNITS OUTSTANDING:
Units issued			10				42				57,523				25,706				64				55
Units redeemed			(3,846	)			(48,023	)			(81,708	)			(21,592	)			(25	)			(25	)
Net increase (decrease)			(3,836	)			(47,981	)			(24,185	)			4,114				40				30

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, 2020 AND 2019

	INVESTMENT DIVISIONS
		VAN ECK VIP GLOBAL HARD ASSETS     FUND								VICTORY RS SMALL CAP     GROWTH EQUITY VIP
		2020				2019				2020				2019
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$		9,573		$		-		$		-		$		-
Net realized gain (loss) on investments			(59,850	)			(7,843	)			2,086				4,955
Change in net unrealized appreciation (depreciation) on investments			300,382				105,758				2,166				(1,822	)
Increase (decrease) in net assets resulting from operations			250,105				97,915				4,252				3,133
CONTRACT TRANSACTIONS:
Proceeds from units sold			7,132				13,020				12				-
Transfers for contract benefits and terminations			(8,437	)			(10,485	)			(356	)			(358	)
Net transfers			(86,140	)			132,763				(401	)
Contract maintenance charges							(229	)			(19	)			(25	)
Other, net			-				-				-				-
Increase (decrease) in net assets resulting from contract transactions			(87,445	)			135,069				(763	)			(383	)
Total increase (decrease) in net assets			162,660				232,984				3,488				2,750
NET ASSETS:
Beginning of period			1,012,482				779,498				9,009				6,259
End of period	$		1,175,142		$		1,012,482		$		12,497		$		9,009
CHANGES IN UNITS OUTSTANDING:
Units issued			4,543				3,813				131				1,776
Units redeemed			(5,120	)			(686	)			(170	)			(1,596	)
Net increase (decrease)			(577	)			3,127				(39	)			180

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

COLI VUL-2 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2020

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 Company’s other assets and liabilities. The portion of the Series Account’s assets applicable to the reserves and other contract liabilities with respect to the Series Account is not chargeable with liabilities arising out of any other business the Company may conduct.

The outbreak of the novel strain of coronavirus, specifically identified as ‘COVID-19’, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Investment Divisions in future periods.

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 Account’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:

Level 1 – Unadjusted quoted prices for identical securities in active markets.

Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.

Level 3 – Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect the reporting entity’s own assumptions and would be based on the best information available under the circumstances.

As of December 31, 2020, 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.

Proceeds from Units Sold

Proceeds from Units Sold from contract owners by the Company are credited as accumulation units, and are reported as Contract Transactions on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Net Transfers

Net transfers include transfers between Investment Divisions of the Series Account as well as transfers between other investment options of the Company, not included in the Series Account.

Other, Net

The amount reported as Other, Net on the Statement of Changes in Net Assets of the applicable Investment Divisions consist of loans from participant accounts less the loan origination fee, and loan repayments to participant accounts.

2. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2020 were as follows:

Investment Division	Purchases		Sales
Alger Small Cap Growth Portfolio	$	108,714	$	222,396
American Century Investments VP Capital Appreciation Fund		39,799		5,986
American Century Investments VP Inflation Protection Fund		3,040,521		521,583
American Century Investments VP International Fund		10,216		19,222
American Century Investments VP Mid Cap Value Fund		1,500,310		25,670
American Century Investments VP Ultra Fund		12		13
American Century Investments VP Value Fund		760,531		600,875
American Funds IS Global Small Capitalization Fund		33,216		44,318
American Funds IS Growth and Income Fund		305		8
American Funds IS Growth Fund		849,359		1,290,393
American Funds IS International Fund		695,021		129,653
American Funds IS New World Fund		418,567		266,912
Blackrock Global Allocation VI Fund		151,945		722
Blackrock High Yield VII		29,663		12
BNY Mellon Stock Index Fund, Inc.		7,981,067		15,935,607
BNY Mellon VIF International Equity Portfolio		2,896		27,670
Clearbridge Variable Mid Cap Portfolio		67,367		48,213
Clearbridge Variable Small Cap Growth Portfolio		410,644		219,130
Columbia Variable Portfolio - Small Cap Value Fund		85,657		37,030
Davis Financial Portfolio		8,311		24,116
Davis Value Portfolio		0		1,958
Delaware VIP International Series		429,278		249,323
Delaware VIP International Value Equity Series		285,415		336,749
Delaware VIP Small Cap Value Series		313,137		88,623
DWS CROCI® U.S. VIP		25,994		109,053
DWS High Income VIP		60,919		17,626
DWS Small Cap Index VIP		2,300,352		1,276,648
DWS Small Mid Cap Value VIP		522,636		867,256
Eaton Vance VT Floating Rate Income		74,137		11
Federated Kaufmann Fund II		61,235		52,422
Fidelity VIP Contrafund Portfolio		317,912		116,535
Fidelity VIP Emerging Markets Portfolio		103,788		12
Fidelity VIP Growth Portfolio		256,897		1,651,746
Fidelity VIP Investment Grade Bond Portfolio		67,054		71,608
Fidelity VIP Mid Cap Portfolio		70,933		379,768
Goldman Sachs VIT Mid Cap Value Fund		321		33,668
Goldman Sachs VIT Multi-Strategy Alternatives Portfolio		3,234		391
Great-West Aggressive Profile Fund		129,300		119,854
Great-West Ariel Mid Cap Value Fund		104,638		47,177
Great-West Bond Index Fund		1,752,790		414,945

Investment Division	Purchases		Sales
Great-West Conservative Profile Fund		173,608		226,758
Great-West Core Bond Fund		196,439		113,440
Great-West Emerging Markets Equity Fund		120,183		41,382
Great-West Global Bond Fund		456,403		1,479,386
Great-West Government Money Market Fund		19,163,461		9,793,953
Great-West Inflation Protected Securities Investor		658,794		12
Great-West International Index Fund		3,115,798		24,986
Great-West International Value Fund		579,194		866,671
Great-West Large Cap Growth Fund		205,943		85,968
Great-West Large Cap Value Fund Investor II Class		468,226		527,642
Great-West Lifetime 2015 Fund		267,373		149,314
Great-West Lifetime 2020 Fund		166,764		33,001
Great-West Lifetime 2025 Fund		1,324,785		991,340
Great-West Lifetime 2030 Fund		1,192,150		672,023
Great-West Lifetime 2035 Fund		627,941		269,313
Great-West Lifetime 2040 Fund		910,365		348,860
Great-West Lifetime 2045 Fund		695,034		299,415
Great-West Lifetime 2050 Fund		194,335		28,706
Great-West Lifetime 2055 Fund		119,609		255,932
Great-West Mid Cap Value Fund		57,594		29,824
Great-West Moderate Profile Fund		34,808		30,876
Great-West Moderately Aggressive Profile Fund		14,601		44,503
Great-West Moderately Conservative Profile Fund		1,964,409		735,600
Great-West Multi-Sector Bond Fund		162,476		337,252
Great-West Real Estate Index Fund		209,089		131,028
Great-West S&P Mid Cap 400® Index Fund		6,892,448		1,229,139
Great-West S&P Small Cap 600® Index Fund		506,043		151,922
Great-West Short Duration Bond Fund		342,812		1,564,932
Great-West Small Cap Growth		12		13
Great-West Small Cap Value Fund		192,095		222,887
Great-West T. Rowe Price Mid Cap Growth Fund		602,667		1,574,284
Great-West U.S. Government Securities Fund		688,198		181,974
Invesco Oppenheimer V.I. Main Street Small Cap Fund		113,162		316,709
Invesco V.I. Core Equity Fund		2,885		4,077
Invesco V.I. Global Real Estate Fund		341,498		30,757
Invesco V.I. Health Care Fund		5,091		7,209
Invesco V.I. International Growth Fund		326,695		650,853
Invesco V.I. Mid Cap Core Equity Fund		146,080		42,276
Invesco V.I. Technology Fund		12,930		16,140
Janus Henderson VIT Balanced Portfolio		1,180,468		719,107
Janus Henderson VIT Enterprise Portfolio		364,583		257,120

Investment Division	Purchases		Sales
Janus Henderson VIT Flexible Bond Portfolio		1,943,203		1,260,323
Janus Henderson VIT Forty Portfolio		717,537		1,279,564
Janus Henderson VIT Global Research Portfolio		132,906		637,974
Janus Henderson VIT Global Technology Portfolio		778,336		847,548
Janus Henderson VIT Overseas Portfolio		377		947
Lord Abbett Series Developing Growth Portfolio		6,272		9,545
Lord Abbett Series Total Return Portfolio		16,937		3,878
MFS VIT Growth Series		8,333		1,862
MFS VIT II International Growth Portfolio		545,231		108,481
MFS VIT III Blended Research Small Cap Equity Portfolio		9,829		1,074
MFS VIT III Global Real Estate Portfolio		47,660		16,096
MFS VIT III Mid Cap Value Portfolio		3,226		666
MFS VIT Mid Cap Growth Series		519,452		77,328
MFS VIT Research Series		9,391		6,441
MFS VIT Total Return Bond Series		433,634		499,768
MFS VIT Value Series		131,083		32,791
Neuberger Berman AMT Mid Cap Growth Portfolio		1,955		6,731
Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio		135,400		2,103
Neuberger Berman AMT Sustainable Equity Portfolio		16,012		18,032
Pimco VIT Global Bond Opportunities Portfolio (Unhedged)		315,877		3,773
Pimco VIT High Yield Portfolio		92,964		5,545
Pimco VIT Low Duration Portfolio		351,682		248,843
Pimco VIT Real Return Portfolio		161,120		119,914
Pimco VIT Total Return Portfolio		671,880		302,727
Pioneer Real Estate Shares VCT Portfolio		38,641		9,003
Putnam VT Research IA		12		13
Putnam VT Equity Income Fund		429,437		106,169
Putnam VT Global Asset Allocation Fund		8,235		876
Putnam VT Global Equity Fund		6,094		13,148
Putnam VT Growth Opportunities Fund		1,657,989		64,091
Putnam VT High Yield Fund		102,729		37,624
Putnam VT Income Fund		508,567		1,117,283
Putnam VT International Value Fund		245,593		1,227
Putnam VT Small Cap Value Fund		1,933		405
Putnam VT Sustainable Future Fund		67,325		38,512
Royce Capital Fund - Small-Cap Portfolio		0		50,768
T. Rowe Price Blue Chip Growth Portfolio II		1,285,527		1,532,840
Van Eck VIP Emerging Markets Fund		5,508		921
Van Eck VIP Global Hard Assets Fund		141,251		219,123
Victory RS Small Cap Growth Equity VIP		1,641		2,404

3. EXPENSES AND RELATED PARTY TRANSACTIONS

Cost of Insurance

The Company deducts from each participant’s account an amount to pay for the insurance provided on each life. This charge varies based on individual characteristics of the policy holder and is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Charges Incurred for Partial Surrenders

The Company deducts from each participant’s account a maximum administrative fee of $25 for all partial withdrawals after the first made during the same policy year. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Charges Incurred for Change of Death Benefit Option Fee

The Company deducts from each participant’s account a maximum fee of $100 for each change of death benefit option. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Transfer Fees

The Company deducts from each participant’s account a fee of $10 for each transfer between Investment Divisions in excess of 12 transfers in any calendar year. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Service Charge

The Company deducts from each participant’s account an amount equal to a maximum of $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 participant’s 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 participant’s account an amount to pay for certain riders selected by the policy holder. This charge varies based on individual characteristics of the policy holder when the rider is added to the policy and is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Related Party Transactions

Great-West Funds, Inc., funds of which are underlying certain Investment Divisions, is a registered investment company affiliated with the Company. Great-West Capital Management, LLC (GWCM), a wholly owned subsidiary of the Company, serves as investment adviser to Great-West Funds, Inc. Fees are assessed against the average daily net assets of the portfolios of Great-West Funds, Inc. to compensate GWCM for investment advisory services.

4. SUBSEQUENT EVENTS

Management has reviewed all events subsequent to December 31, 2020 including the estimates inherent in the process of preparing these financial statements through the date the financial statements were issued, May 10, 2021. No subsequent events requiring adjustments or disclosures have occurred.

5. FINANCIAL HIGHLIGHTS

For each Investment Division, the accumulation units outstanding, net assets, investment income ratio, 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 Ratio represents 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. As the total returns for the Investment Divisions are presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract total returns are not within the ranges presented.

The Investment Income Ratio represents the dividends, excluding distributions of capital gains, received by the Investment Division from the underlying mutual fund divided by average net assets during the period. It is not annualized for periods less than one year. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the Investment Division is affected by the timing of the declaration of dividends by the underlying fund in which the Investment Division invest.

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
2020		21			$              358.01		$                737		1.12 %		0.00 %		67.18  %
2019		3			$              214.15		$                536		0.00 %		0.00 %		29.34  %
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  %
AMERICAN CENTURY INVESTMENTS VP CAPITAL APPRECIATION FUND
2020		19			$                25.58		$                486		0.00 %		0.00 %		42.42  %
2019		19			$                17.96		$                347		0.00 %		0.00 %		35.56  %
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  %
AMERICAN CENTURY INVESTMENTS VP INFLATION PROTECTION FUND
2020		292			$                12.09		$             3,524		1.88 %		0.00 %		9.57  %
2019		68			$                11.03		$                754		2.34 %		0.00 %		8.90  %
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
2020		3			$                19.80		$                 67		0.60 %		0.00 %		25.89  %
2019		4			$                15.73		$                 59		0.89 %		0.00 %		28.42  %
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) %
AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND
(Effective date 04/28/2017)
2020		133			$                12.33		$            1,641		2.97 %		0.00 %		1.19  %
2019		3			$                12.18		$                 37		1.58 %		0.00 %		29.15  %
AMERICAN CENTURY INVESTMENTS VP VALUE FUND 2020		24			$                51.13		$            1,234		2.20 %		0.00 %		0.97  %
2019		24			$                50.64		$            1,202		2.12 %		0.00 %		27.03  %
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  %
AMERICAN FUNDS IS GLOBAL SMALL CAPITALIZATION FUND
2020		8			$                24.46		$                201		0.18 %		0.00 %		29.74  %
2019		9			$                18.85		$                177		0.18 %		0.00 %		31.52  %
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  %
AMERICAN FUNDS IS GROWTH FUND
2020		95			$                48.61		$             4,622		0.32 %		0.00 %		52.10  %
2019		114			$                31.96		$             3,640		0.83 %		0.00 %		30.77  %
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  %

*The Investment Division has units that round to less than 1,000 units. (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 AND INCOME FUND
(Effective date 4/30/2018)
2020		0	*		$            13.65		$                   3		1.46 %		0.00 %		13.55  %
AMERICAN FUNDS IS INTERNATIONAL FUND
2020		64			$            17.57		$            1,132		0.77 %		0.00 %		14.00  %
2019		33			$            15.41		$               501		1.06 %		0.00 %		22.89  %
2018		117			$            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  %
AMERICAN FUNDS IS NEW WORLD FUND
2020		69			$            31.32		$            2,150		0.08 %		0.00 %		23.60  %
2019		64			$            25.34		$            1,633		0.94 %		0.00 %		29.14  %
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  %
BLACKROCK GLOBAL ALLOCATION VI FUND
(Effective date 04/29/2016)
2020		10			$            15.58		$               158		1.56 %		0.00 %		20.96  %
2019		0	*		$            12.88		$                   5		1.11 %		0.00 %		17.99  %
2018		2			$            10.91		$                 21		0.99 %		0.00 %		(7.34) %
BLACKROCK HIGH YIELD V.I. I
(Effective date 06/20/2019)
2020		3			$            11.26		$                 30		0.00 %		0.00 %		7.30  %
BNY MELLON STOCK INDEX FUND
2020		692			$            36.49		$          25,248		1.66 %		0.00 %		18.01  %
2019		988			$            30.92		$          30,559		1.72 %		0.00 %		31.18  %
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  %
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO
(Effective date 04/29/2016)
2020		9			$            16.82		$               155		0.31 %		0.00 %		15.34  %
2019		8			$            14.58		$               121		0.85 %		0.00 %		32.95  %
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)
2020		18			$            26.47		$               489		0.00 %		0.00 %		43.26  %
2019		11			$            18.48		$               211		0.00 %		0.00 %		26.87  %
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
2020		7			$            35.67		$               154		0.74 %		0.00 %		8.79  %
2019		4			$            32.79		$               141		0.64 %		0.00 %		21.34  %
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  %
DAVIS FINANCIAL PORTFOLIO
2020		1			$            25.89		$                 37		1.57 %		0.00 %		(5.99) %
2019		2			$            27.54		$                 58		1.57 %		0.00 %		25.86  %
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  %

*The Investment Division has units that round to less than 1,000 units. (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 VALUE PORTFOLIO
2020		4		$            31.94		$               139		0.81 %		0.00 %		11.73  %
2019		4		$            28.59		$               127		1.65 %		0.00 %		31.16  %
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  %
DELAWARE VIP INTERNATIONAL SERIES
(Effective date 12/11/2020)
2020		18		$            10.18		$               183		0.00 %		0.00 %		1.81  %
DELAWARE VIP SMALL CAP VALUE SERIES
2020		25		$            14.84		$               369		1.10 %		0.00 %		(2.19) %
2019		9		$            15.17		$               142		0.90 %		0.00 %		27.72  %
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  %
DWS CROCI® U.S. VIP
2020		8		$            16.86		$               143		2.02 %		0.00 %		(12.14) %
2019		15		$            19.19		$               285		1.97 %		0.00 %		32.95  %
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) %
DWS HIGH INCOME VIP
2020		8		$            22.01		$               168		5.16 %		0.00 %		6.22  %
2019		6		$            20.72		$               119		6.03 %		0.00 %		15.69  %
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  %
DWS SMALL CAP INDEX VIP
2020		265		$            32.48		$            8,594		1.30 %		0.00 %		19.42  %
2019		268		$            27.20		$            7,280		1.06 %		0.00 %		25.22  %
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  %
DWS SMALL MID CAP VALUE VIP
2020		49		$            26.80		$            1,322		1.61 %		0.00 %		(0.79) %
2019		65		$            27.01		$            1,768		0.72 %		0.00 %		21.51  %
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  %
EATON VANCE VT FLOATING-RATE INCOME FUND
(Effective date 04/29/2016)
2020		6		$            11.89		$                 74		0.27 %		0.00 %		2.02  %
FEDERATED HERMES KAUFMANN FUND II
2020		6		$            45.93		$               262		0.00 %		0.00 %		28.81  %
2019		6		$            35.66		$               207		0.00 %		0.00 %		33.82  %
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  %
FIDELITY VIP CONTRAFUND PORTFOLIO
2020		35		$            56.03		$             1,949		0.04 %		0.08 %		30.22  %
2019		31		$            43.03		$             1,336		0.23 %		0.00 %		31.28  %
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  %

*The Investment Division has units that round to less than 1,000 units. (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 EMERGING MARKETS PORTFOLIO
(Effective date 06/20/2019)
2020		7		$            14.09		$               104		0.00 %		0.00 %		30.88  %
FIDELITY VIP GROWTH PORTFOLIO
2020		1		$            44.59		$                 48		0.05 %		0.00 %		43.53  %
2019		36		$            31.07		$            1,109		0.05 %		0.00 %		33.98  %
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  %
FIDELITY VIP INVESTMENT GRADE BOND PORTFOLIO
2020		15		$            25.73		$               394		2.21 %		0.00 %		9.16  %
2019		16		$            23.57		$               370		2.54 %		0.00 %		9.40  %
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  %
FIDELITY VIP MID CAP PORTFOLIO
2020		8		$            68.18		$               519		0.36 %		0.00 %		17.86  %
2019		13		$            57.85		$               759		0.56 %		0.00 %		23.17  %
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  %
GOLDMAN SACHS VIT MID CAP VALUE FUND
2020		4		$            19.55		$                 76		0.68 %		0.00 %		8.38  %
2019		6		$            18.04		$               103		0.78 %		0.00 %		31.52  %
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  %
GOLDMAN SACHS VIT MULTI-STRATEGY ALTERNATIVES PORTFOLIO
(Effective date 04/29/2016)
2020		1		$            11.61		$                   9		2.58 %		0.00 %		6.72  %
2019		1		$            10.87		$                   5		2.67 %		0.00 %		8.82  %
GREAT-WEST AGGRESSIVE PROFILE FUND
(Effective date 04/28/2017)
2020		43		$            14.27		$               618		1.71 %		0.00 %		12.03  %
2019		44		$            12.74		$               566		1.29 %		0.00 %		26.10  %
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
2020		6		$            60.70		$               345		2.85 %		0.00 %		9.09  %
2019		5		$            55.64		$               262		1.32 %		0.00 %		24.32  %
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  %
GREAT-WEST BOND INDEX FUND
2020		235		$            16.47		$            3,872		1.81 %		0.00 %		7.18  %
2019		155		$            15.37		$            2,378		1.08 %		0.00 %		8.09  %
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  %

(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)
2020		90			$            12.19		$              1,096		2.14 %		0.00 %		8.22  %
2019		97			$            11.26		$              1,087		1.72 %		0.00 %		11.54  %
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
2020		164			$            16.97		$              2,776		2.80 %		0.00 %		8.04  %
2019		162			$            15.71		$              2,541		2.43 %		0.00 %		9.19  %
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  %
GREAT-WEST EMERGING MARKETS EQUITY FUND
(Effective date 04/30/2018)
2020		8			$            12.00		$                   96		9.53 %		0.00 %		19.59  %
2019		0	*		$            10.03		$                     3		0.98 %		0.00 %		21.67  %
2018		0	*		$              8.24		$                     2		0.82 %		0.00 %		(17.55) %
GREAT-WEST GLOBAL BOND FUND
2020		109			$            15.57		$              1,696		1.02 %		0.00 %		5.35  %
2019		182			$            14.78		$              2,696		3.22 %		0.00 %		4.07  %
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  %
GREAT-WEST GOVERNMENT MONEY MARKET FUND
2020		1,744			$            13.52		$            23,577		0.23 %		0.00 %		0.28  %
2019		1,054			$            13.48		$            14,207		1.72 %		0.00 %		1.76  %
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  %
GREAT-WEST INFLATION-PROTECTED SECURITIES FUND
(Effective date 04/30/2018)
2020		58			$            11.39		$                 660		0.00 %		0.00 %		7.57  %
GREAT-WEST INTERNATIONAL INDEX FUND
2020		225			$            14.54		$              3,267		17.50 %		0.00 %		7.52  %
2019		0	*		$            13.54		$                     1		0.50 %		0.00 %		21.25  %
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  %
GREAT-WEST INTERNATIONAL VALUE FUND
2020		340			$            15.56		$              5,286		1.06 %		0.00 %		9.76  %
2019		363			$            14.18		$              5,149		1.25 %		0.00 %		22.07  %
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  %
GREAT-WEST LARGE CAP GROWTH FUND
2020		3			$            60.76		$                 180		4.14 %		0.00 %		41.45  %
2019		0	*		$            42.94		$                   19		0.09 %		0.00 %		36.21  %
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  %

*The Investment Division has units that round to less than 1,000 units. (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 VALUE FUND INVESTOR II CLASS
(Effective date 10/25/2019)
2020		216		$            11.11		$            2,403		1.26 %		0.00 %		3.90  %
2019		228		$            10.69		$            2,436		0.60 %		0.00 %		6.91  %
GREAT-WEST LIFETIME 2015 FUND
(Effective date 04/21/2016)
2020		115		$            14.16		$            1,625		1.99 %		0.00 %		10.98  %
2019		108		$            12.76		$            1,381		1.35 %		0.00 %		15.17  %
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)
2020		47		$            14.52		$               675		2.33 %		0.00 %		11.29  %
2019		38		$            13.05		$               492		1.84 %		0.00 %		16.44  %
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)
2020		317		$            14.97		$            4,743		2.09 %		0.00 %		12.24  %
2019		305		$            13.34		$            4,074		1.60 %		0.00 %		18.01  %
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)
2020		153		$            15.54		$            2,377		2.38 %		0.00 %		12.59  %
2019		119		$            13.80		$            1,637		2.07 %		0.00 %		20.01  %
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)
2020		110		$            15.99		$            1,757		2.31 %		0.00 %		13.27  %
2019		89		$            14.12		$            1,250		1.50 %		0.00 %		22.17  %
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)
2020		87		$            16.43		$            1,424		2.85 %		0.00 %		13.61  %
2019		53		$            14.46		$               771		1.95 %		0.00 %		23.82  %
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)
2020		71		$            16.46		$            1,170		2.47 %		0.00 %		13.92  %
2019		47		$            14.45		$               675		1.58 %		0.00 %		24.59  %
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  %

*The Investment Division has units that round to less than 1,000 units. (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)
2020		25			$            16.63		$               415		2.33 %		0.00 %		13.96  %
2019		15			$            14.59		$               213		1.53 %		0.00 %		24.82  %
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)
2020		24			$            16.45		$               394		1.19 %		0.00 %		13.95  %
2019		34			$            14.44		$               485		2.24 %		0.00 %		24.69  %
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 SMALL CAP VALUE FUND
2020		23			$            45.16		$            1,032		0.00 %		0.00 %		3.20  %
2019		22			$            43.76		$               980		0.00 %		0.00 %		24.67  %
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  %
GREAT-WEST MID CAP VALUE FUND
2020		8			$            13.91		$               105		0.92 %		0.00 %		(0.35) %
2019		6			$            13.96		$                 79		0.17 %		0.00 %		20.49  %
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)
2020		26			$            13.23		$               338		1.59 %		0.00 %		11.23  %
2019		26			$            11.89		$               311		2.04 %		0.00 %		17.52  %
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)
2020		6			$            13.60		$                 83		2.01 %		0.00 %		11.77  %
2019		9			$            12.17		$               109		1.69 %		0.00 %		20.35  %
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)
2020		111			$            12.67		$            1,401		1.78 %		0.00 %		9.52  %
2019		12			$            11.57		$               133		1.97 %		0.00 %		14.45  %
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
2020		9			$            46.33		$               403		2.88 %		0.00 %		9.09  %
2019		13			$            42.47		$               566		1.72 %		0.00 %		11.74  %
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  %

*The Investment Division has units that round to less than 1,000 units. (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
2020		22		$            13.53		$               301		1.62 %		0.00 %		(11.57) %
2019		18		$            15.30		$               269		0.95 %		0.00 %		22.40  %
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
2020		353		$            21.92		$            7,744		3.45 %		0.00 %		13.10  %
2019		84		$            19.38		$            1,621		0.32 %		0.00 %		25.49  %
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  %
GREAT-WEST S&P SMALL CAP 600® INDEX FUND
(Effective date 02/29/2016)
2020		25		$            18.49		$               469		2.82 %		0.00 %		10.93  %
2019		2		$            16.67		$                 40		0.89 %		0.00 %		22.36  %
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
2020		447		$            15.55		$            6,957		1.96 %		0.00 %		4.65  %
2019		534		$            14.86		$            7,942		2.07 %		0.00 %		5.40  %
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  %
GREAT-WEST T. ROWE PRICE MID CAP GROWTH FUND
2020		42		$            69.13		$            2,882		0.00 %		0.00 %		24.10  %
2019		62		$            55.70		$            3,447		0.01 %		0.00 %		31.28  %
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  %
GREAT-WEST U.S. GOVERNMENT SECURITIES FUND
2020		3,947		$            24.88		$            3,947		0.91 %		0.00 %		5.86  %
2019		140		$            23.50		$            3,279		1.55 %		0.00 %		6.12  %
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  %
INVESCO OPPENHEIMER V.I. MAIN STREET SMALL CAP FUND
2020		346		$            17.14		$               346		0.76 %		0.00 %		19.89  %
2019		33		$            14.30		$               471		0.25 %		0.00 %		26.47  %
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  %
INVESCO V.I. CORE EQUITY FUND
2020		25		$            31.35		$                 25		1.44 %		0.00 %		13.87  %
2019		1		$            27.53		$                 22		0.94 %		0.00 %		28.96  %
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  %
INVESCO V.I. GLOBAL REAL ESTATE FUND
2020		1,418		$            39.83		$            1,418		5.94 %		0.00 %		(12.32) %
2019		27		$            45.43		$            1,224		4.23 %		0.00 %		23.00  %
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  %

(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. HEALTH CARE FUND
2020		71	$	46.61	$	58		0.35	%		0.00 %		14.44  %
2019		2	$	40.73	$	64		0.03	%		0.00 %		32.50  %
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) %
INVESCO V.I. INTERNATIONAL GROWTH FUND
2020		175	$	22.34	$	3,913		2.55	%		0.00 %		13.98  %
2019		193	$	19.60	$	3,789		1.61	%		0.00 %		28.57  %
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) %
INVESCO V.I. MID CAP CORE EQUITY FUND
2020		13	$	30.84	$	395		0.87	%		0.00 %		9.27  %
2019		9	$	28.22	$	247		0.51	%		0.00 %		25.28  %
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  %
INVESCO V.I. TECHNOLOGY FUND
2020		3	$	48.87	$	129		0.00	%		0.00 %		46.10  %
2019		3	$	33.45	$	94		0.00	%		0.00 %		35.88  %
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) %
JANUS HENDERSON VIT BALANCED PORTFOLIO
2020		79	$	43.34	$	3,426		2.68	%		0.00 %		14.32  %
2019		71	$	37.91	$	2,698		2.00	%		0.00 %		22.59  %
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  %
JANUS HENDERSON VIT ENTERPRISE PORTFOLIO
(Effective date 04/28/2017)
2020		41	$	18.81	$	776		0.13	%		0.00 %		19.50  %
2019		39	$	15.74	$	611		0.13	%		0.00 %		35.48  %
JANUS HENDERSON VIT FLEXIBLE BOND PORTFOLIO
2020		87	$	31.88	$	2,760		3.27	%		0.00 %		10.48  %
2019		64	$	28.86	$	1,853		3.61	%		0.00 %		9.57  %
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  %
JANUS HENDERSON VIT FORTY PORTFOLIO
2020		32	$	87.05	$	2,763		0.80	%		0.00 %		39.40  %
2019		41	$	62.45	$	2,541		0.16	%		0.00 %		37.16  %
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  %
JANUS HENDERSON VIT GLOBAL RESEARCH PORTFOLIO
2020		16	$	20.03	$	319		0.70	%		0.00 %		20.08  %
2019		44	$	16.68	$	734		0.95	%		0.00 %		29.04  %
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  %

(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 GLOBAL TECHNOLOGY AND INNOVATION PORTFOLIO
2020		25			$            92.37		$            2,347		0.00 %		0.00 %		51.18  %
2019		29			$            61.10		$            1,764		0.41 %		0.00 %		45.17  %
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  %
JANUS HENDERSON VIT OVERSEAS PORTFOLIO
2020		2			$            36.52		$                 70		1.50 %		0.00 %		16.28  %
2019		2			$            31.41		$                 62		1.92 %		0.00 %		27.02  %
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) %
LORD ABBETT SERIES DEVELOPING GROWTH PORTFOLIO
2020		8			$            26.47		$               222		0.00 %		0.00 %		72.57  %
2019		9			$            15.34		$               131		0.00 %		0.00 %		31.77  %
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) %
LORD ABBETT SERIES TOTAL RETURN PORTFOLIO
(Effective date 04/30/2018)
2020		2			$            11.77		$                 21		3.76 %		0.00 %		7.43  %
2019		1			$            10.97		$                   7		3.00 %		0.00 %		8.41  %
MFS VIT GROWTH SERIES
(Effective date 04/30/2018)
2020		1			$            17.65		$                 18		0.00 %		0.00 %		31.90  %
2019		1			$            13.38		$                   9		0.00 %		0.00 %		38.15  %
MFS VIT II INTERNATIONAL GROWTH PORTFOLIO
(Effective date 06/20/2019)
2020		38			$            12.48		$               470		0.00 %		0.00 %		15.84  %
MFS VIT III BLENDED RESEARCH SMALL CAP EQUITY PORTFOLIO
(Effective date 04/28/2017)
2020		1			$            13.60		$                 16		1.31 %		0.62 %		2.23  %
2019		0	*		$            13.30		$                   6		0.66 %		0.00 %		26.77  %
MFS VIT III GLOBAL REAL ESTATE PORTFOLIO
(Effective date 06/20/2019)
2020		3			$            13.52		$                 35		0.00 %		0.00 %		1.49  %
MFS VIT III MID CAP VALUE PORTFOLIO
(Effective date 04/28/2017)
2020		0	*		$            13.25		$                   6		1.99 %		0.00 %		3.87  %
2019		0	*		$            12.76		$                   3		1.42 %		0.00 %		31.11  %
2018		0	*		$              9.71		$                   2		0.00 %		0.00 %		(11.45) %
MFS VIT MID CAP GROWTH SERIES
(Effective date 04/28/2017)
2020		22			$            22.11		$               482		0.00 %		0.00 %		36.48  %
MFS VIT RESEARCH SERIES
2020		3			$            19.41		$                 64		0.84 %		0.00 %		16.59  %
2019		3			$            16.65		$                 54		0.68 %		0.00 %		32.95 %
MFS VIT TOTAL RETURN BOND SERIES
(Effective date 04/28/2017)
2020		359			$            12.11		$            4,348		3.69 %		0.00 %		8.52  %
2019		379			$            11.16		$            4,228		4.05 %		0.00 %		10.21  %
2018		90			$            10.13		$               908		3.33 %		0.00 %		(1.08) %
2017		85			$            10.24		$               866		3.32 %		0.00 %		2.42  %

*The Investment Division has units that round to less than 1,000 units. (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
MFS VIT VALUE SERIES
2020		33			$            15.78		$               520		1.69 %		0.00 %		3.48  %
2019		29			$            15.25		$               436		2.34 %		0.00 %		29.80  %
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 MID CAP GROWTH PORTFOLIO
2020		0	*		$            41.89		$                 16		0.00 %		0.00 %		39.98  %
2019		0	*		$            29.94		$                 15		0.00 %		0.00 %		32.75  %
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  %
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
2020		8			$            25.14		$               208		1.15 %		0.00 %		(2.61) %
2019		3			$            25.81		$                 65		0.21 %		0.00 %		16.75  %
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  %
NEUBERGER BERMAN AMT SUSTAINABLE EQUITY PORTFOLIO
2020		3			$            47.25		$               150		0.69 %		0.36 %		19.57  %
2019		3			$            39.52		$               125		0.63 %		0.00 %		25.88  %
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  %
PIMCO VIT GLOBAL BOND OPPORTUNITIES PORTFOLIO (UNHEDGED)
(Effective date 04/28/2017)
2020		27			$            11.75		$               318		2.69 %		0.00 %		10.13  %
2019		1			$            10.67		$                   5		2.03 %		0.00 %		6.14  %
PIMCO VIT HIGH YIELD PORTFOLIO
2020		11			$            28.43		$               313		5.30 %		0.00 %		5.76  %
2019		8			$            26.88		$               219		4.94 %		0.00 %		14.73  %
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  %
PIMCO VIT LOW DURATION PORTFOLIO
2020		510			$            16.26		$            8,296		1.30 %		0.00 %		2.96  %
2019		509			$            15.79		$            8,037		2.76 %		0.00 %		4.03  %
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  %
PIMCO VIT REAL RETURN PORTFOLIO
2020		24			$            20.90		$               499		1.53 %		0.00 %		11.73  %
2019		22			$            18.71		$               418		1.64 %		0.00 %		8.44  %
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  %
PIMCO VIT TOTAL RETURN PORTFOLIO
2020		209			$            23.01		$            4,803		2.31 %		0.00 %		8.62  %
2019		198			$            21.18		$            4,202		3.01 %		0.00 %		8.35  %
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  %

*The Investment Division has units that round to less than 1,000 units. (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)
2020		6		$	11.81	$	75		1.88  %		0.00  %		(7.34) %
2019		6		$	12.75	$	71		2.32  %		0.00  %		28.17  %
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
2020		19		$	45.59	$	879		1.89  %		0.00  %		6.07  %
2019		12		$	42.98	$	529		1.77  %		0.00  %		30.73  %
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  %
PUTNAM VT GLOBAL ASSET ALLOCATION FUND
(Effective date 5/1/2015)
2020		1		$	14.68	$	14		1.34  %		0.00  %		12.58  %
2019		0	*	$	13.05	$	5		0.00  %		0.00  %		17.41  %
PUTNAM VT GLOBAL EQUITY FUND
(Effective date 5/1/2015)
2020		2		$	14.70	$	28		0.45  %		0.00  %		10.29  %
2019		2		$	13.33	$	33		0.00  %		0.00  %		26.92  %
PUTNAM VT GROWTH OPPORTUNITIES FUND
(Effective date 5/1/2015)
2020		62		$	26.79	$	1,666		0.15  %		0.00  %		39.09  %
2019		0	*	$	19.25	$	6		0.00  %		0.00  %		37.12  %
PUTNAM VT HIGH YIELD FUND
2020		24		$	27.21	$	659		6.33  %		0.00  %		5.52  %
2019		23		$	25.79	$	598		5.99  %		0.00  %		14.55  %
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  %
PUTNAM VT INCOME FUND
2020		1		$	12.58	$	9		10.14  %		0.00  %		5.72  %
2019		54		$	11.90	$	638		3.45  %		0.00  %		11.90  %
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 VALUE FUND
(Effective date 4/29/2016)
2020		19		$	13.21	$	247		0.00  %		0.00  %		4.23  %
PUTNAM VT SMALL CAP VALUE FUND
2020		0	*	$	13.49	$	4		1.42  %		0.00  %		4.23  %
2019		0	*	$	12.99	$	2		0.30  %		0.00  %		24.52  %
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
2020		4		$	67.72	$	240		0.36  %		0.00  %		52.98  %
2019		3		$	44.27	$	140		0.77  %		0.00  %		30.32  %
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  %
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO
2020		4		$	19.92	$	74		0.70  %		0.00  %		(7.33) %
2019		8		$	21.49	$	162		0.18  %		0.00  %		18.43  %
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  %

*The Investment Division has units that round to less than 1,000 units. (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
T. ROWE PRICE BLUE CHIP GROWTH PORTFOLIO II
2020		90	$	25.06	$	2,250		0.00  %		0.00  %		33.92  %
2019		114	$	18.71	$	2,133		0.00  %		0.00  %		29.58  %
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
2020		1	$	62.26	$	74		2.28  %		0.00  %		17.26  %
2019		1	$	53.09	$	61		0.43  %		0.00  %		30.59  %
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  %
VAN ECK VIP GLOBAL HARD ASSETS FUND
2020		22	$	53.51	$	1,175		1.06  %		0.00  %		19.11  %
2019		23	$	44.92	$	1,012		0.00  %		0.00  %		11.87  %
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  %
VICTORY RS SMALL CAP GROWTH EQUITY VIP
(Effective date 04/30/2018)
2020		14	$	16.67	$	14		0.00  %		0.00  %		38.04  %
2019		1	$	12.08	$	11		0.00  %		0.00  %		38.78  %
2018		1	$	8.71	$	6		0.00  %		0.00  %		(12.97) %

(Concluded)

PART C
OTHER INFORMATION

Item 26. Exhibits 

(a)	Board of Directors Resolution. Resolution authorizing establishment of Registrant dated December 30, 1998 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.
	(1)	Copy of underwriting contract between Great-West Life & Annuity Insurance Company (“Great-West”) and GWFS Equities, Inc. (formerly Benefits Corp Equities, Inc.) dated July 1, 1999 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).
	(2)	Distribution Agreement between Great-West Life & Annuity Insurance Company (“Great-West”) and Investment Distributors, Inc. (“IDI”) dated October 5, 2020 is filed herewith.
(d)	Policies.
	(1)	Specimen Policy Form 355-CSO is incorporated by reference to Registrant’s Post- Effective Amendment No. 39 on Form N-6 filed on April 17, 2020 (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.

C-1

	(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).
	(5)	Reinsurance Agreement between Great-West and Protective Life Insurance Company effective June 3, 2019 is incorporated by reference to Registrant’s Post- Effective Amendment No. 38 on Form N-6 filed on December 26, 2019 (File No. 333-70963).
(h)	Participation Agreements.
	(1)	Participation Agreement among Great-West, AIM Variable Insurance Funds, Inc., and AIM Distributors, Inc., dated April 30, 2004 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
	(2)	Amendment to Participation Agreement among Great-West, AIM Variable Insurance Funds and AIM Distributors, Inc. dated April 30, 2004 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
	(3)	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)	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)	Amendment to Participation Agreement among Great-West, AIM Variable Insurance Funds and AIM Distributors dated April 30, 2010 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).

C-2

(6)	Amendment to Participation Agreement among Great-West, AIM Variable Insurance Funds and AIM Distributors dated November 6, 2013 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(9)	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)	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 August 21, 2013 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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)	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)	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)	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)	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)	Amendment to Fund Participation Agreement among Great-West, American Century Investment Management, Inc., and American Century Investment Services, Inc., dated November 18, 2008 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(17)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(18)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).

C-3

(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 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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(21)	Amendment 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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(22)	Amendment 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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333- 70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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).

C-4

(30)	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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(32)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(41)	Amendment to Participation Agreement among Great-West, Delaware VIP Trust, Delaware Management Company, and Delaware Distributors, L.P., dated May 1, 2016 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).

C-5

(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)	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)	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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(48)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(49)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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)	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).

C-6

(52)	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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(54)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333- 70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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)	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)	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)	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)	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)	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).

C-7

(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)	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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(69)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(70)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(73)	Agreement among Great-West and Maxim Series Fund, Inc. (now known as Great-West Funds, Inc.) dated November 1, 1999 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).

C-8

(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(85)	Amendment to Fund Participation Agreement between Great-West, Janus Aspen Series and Janus Capital Corporation, dated September 11, 2013 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(86)	Fund Participation Agreement among Great-West, Great-West of New York, Janus Aspen Series and Janus Distributors, LLC dated December 1, 2015 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).

C-9

(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(90)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(91)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(92)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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)	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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(100)	Participation Agreement among Great-West, Great-West of New York, Pioneer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc. dated 2016 is incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).

C-10

(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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(107)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(108)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(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).

C-11

	(112)	Amendment 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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
	(113)	Participation Agreement among Great-West, Vanguard Variable Insurance Fund, The Vanguard Group, Inc. and Vanguard Marketing Corporation dated August 31, 2001; and Amendment to Participation Agreement among Great-West, Great-West of New York, Vanguard Variable Insurance Fund, The Vanguard Group, Inc. and Vanguard Marketing Corporation dated April 2021 are filed herewith.
	(114)	Amendment 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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
	(115)	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 incorporated by reference to Registrant’s Post- Effective Amendment No. 36 on Form N-6 filed on April 22, 2019 (File No. 333-70963).
(i)	Administrative Contracts. None.
(j)	Other Material Contracts. Form of Rule 22c-2 Shareholder Information Agreement is incorporated by reference to Post Effective Amendment No. 14 to the Registration Statement filed on Form N-6 on April 30, 2007 (File No. 333-70963).
(k)	Legal Opinion. An opinion and consent of counsel regarding the legality of the securities being registered is incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 to Form S-6 filed on June 23, 1999 (File No. 333-70963).
(l)	Actuarial Opinion. None.
(m)	Calculation of Hypothetical Illustration Value is incorporated by reference to Registrant’s Post Effective Amendment No. 9 to Form N-6 filed on April 29, 2003 (File No. 333-70963).
(n)	Other Opinions.
	(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, Carney, Coutu, A. Desmarais, P. Desmarais, Jr., Fleming, Généreux, Louvel, Madoff, Mahon, Orr, Reynolds, Ryan, Jr., Selitto, Tretiak and Walsh are filed herewith.

Item 27. Directors and Officers of the Depositor 

Name	Principal Business Address	Positions and Offices with Depositor
R.J. Orr	(4)	Chairman of the Board
E.F. Murphy, III	(2)	Director, President and Chief Executive Officer
J.L. Bernbach	32 East 57th Street, 10th Floor New York, NY 10022	Director
R. Bienfait	(4)	Director
J. Carney	(4)	Director
M.R. Coutu	Brookfield Asset Management Inc. 335 8th Avenue SW, Suite 1700 Calgary, AB T2P 1C9	Director

C-12

Name	Principal Business Address	Positions and Offices with Depositor
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
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
A.S. Bolotin	(2)	Executive Vice President & Chief Financial Officer
J.F. Bevacqua	(2)	Chief Risk Officer
C. Kline	(2)	Chief Information Officer
K.I. Schindler	(3)	Chief Compliance Officer
R.G. Schultz	(3)	General Counsel, Chief Legal Officer, and Secretary
T. Wilson	(2)	Chief Product Officer
R.H. Linton, Jr.	(2)	Executive Vice President, Empower Retirement Operations
J.E. Brown	(2)	Senior Vice President and Chief Investment Officer
S.E. Jenks	(2)	Senior Vice President, Marketing
J.D. Kreider	(2)	Senior Vice President and Head of Great- West Investments
W.J. McDermott	(2)	Senior Vice President, Large, Mega, NFP Market
D.G. McLeod	(2)	Senior Vice President and Chief Business Development Officer
C.M. Moritz	(2)	Senior Vice President and Chief Financial Officer, Empower Retirement
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 and Chief Customer Experience Officer
C. E. Waddell	(2)	Senior Vice President, Retirement Solutions
K.S. Roe	(2)	Corporate Controller

(1)  100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5.

(2) 8515 East Orchard Road, Greenwood Village, Colorado 80111.

(3) 8525 East Orchard Road, Greenwood Village, Colorado 80111.

C-13

(4) Power Financial Corporation, 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3.

Item 28. Persons Controlled by or Under Common Control with the Depositor or Registrant as of December 31, 2020

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

C-14

Organizational Chart – December 31, 2020

I.

OWNERSHIP OF POWER CORPORATION OF CANADA

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

The Desmarais Family Residuary Trust
	99.999% - Pansolo Holding Inc.
		50.84% - 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, 2020 622,388,232 Subordinate Voting Shares (SVS) of PCC carrying one vote per share and 54,860,866 Participating Preferred Shares (PPS) carrying 10 votes per share; hence the total voting rights are 1,70,996,892.
			Pansolo Holding Inc. owns directly and indirectly 48,363,392 SVS and 54,697,962 PPS, entitling Pansolo Holding Inc. to an aggregate percentage of voting rights of 595,343,012 or 50.88% of the total voting rights attached to the shares of PCC.

II.

OWNERSHIP BY POWER CORPORATION OF CANADA

Power Corporation of Canada has a voting interest in the following entities:

A.

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

Power Corporation of Canada
	100.0% - Power Financial Corporation
		66.848% - Great-West Lifeco Inc.
			100.0% - Great-West Financial (Nova Scotia) Co.

C-15

	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% - Great-West Global Business Services India Private Limited (99% owned by Great-West Services Singapore II Private Limited)
100.0% - GWL & A Financial Inc.
		100.0% - 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% - Empower Retirement, LLC
					100.0% - Empower Retirement Plan Co., 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.
				100.00% - Great-West Financial Retirement Plan Services, LLC
				100.0% - Empower Insurance Agency, LLC
				100.0% - Empower Holdings, LLC
					100.0% - Personal Capital Corporation
						100.0% - Personal Capital Advisors Corporation
						100.0% - Personal Capital Services Corporation
						100.0% - Personal Capital Technology Corporation

B.

Putnam Investments Group of Companies (Mutual Funds) 

Power Corporation of Canada
	100.0% - Power Financial Corporation
		66.848% - Great-West Lifeco Inc.
			100.0% - Great-West Financial (Nova Scotia) Co.
				100.0% - 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

C-16

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, LLC
	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% - 37 Capital General Partner, LLC
	100.0% - 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.

C-17

		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% - Power Financial Corporation
		66.848% - Great West Lifeco Inc.
			100.0% - Great-West Lifeco Inc.
						100.0% Great-West Lifeco Finance 2019, LLC
							99.0% - Great-West Lifeco Finance 2018, LP (1.0% owned by Great-West Lifeco U.S. LLC)
								100.0% - Great- West Lifeco Finance 2018, LLC
								100.0% - Great- West Lifeco Finance 2018 II, LLC
						100.0% - Great-West Lifeco US Finance 2019, LP
							100.0% - Great-West Lifeco US Finance 2019, LLC
						100.0% - Great-West Lifeco US Finance 2019 I, LLC
						100.0% - Great-West Lifeco US Finance 2019 II, LLC
						1.0% - Great-West Lifeco Finance 2018, LP (99.0% owned by Great-West Lifeco Finance 2019, LLC)
				100.0% - GW Lifeco Finance 2020, LLC
					1.0% - Great-West Lifeco US Finance 2020, LP
			99.0% - Great-West Lifeco US Finance 2020, LP
				100.0% - GW Lifeco Finance 2020 5 Year, LLC
				100.0% - Empower Finance 2020, LLC
				100.0% - Empower Finance 2020 Holdco, LLC
				100.0% - Empower Finance 2020 A, LLC
				100.0% - Empower Finance 2020 B, LLC
				100.0% - Empower Finance 2020 C, LLC
			100.0% - Empower Finance 2020, LP
				18.5% - Portag3 Ventures LP
				29.3% - Springboard II LP
				33.3% - Portag3 Ventures II Affiliates LP
						33.3% - Portag3 Ventures II LP
						33.3% - Portag3 Ventures II International Investments Inc. 100.0% -2142540 Ontario Inc.

C-18

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.
99.0% - Great-West Lifeco Finance (Delaware) LP (1.0% owned by 2142540 Ontario Inc.)
		100.0% Great-West Lifeco Finance 2017, LLC
100.0% - 2171866 Ontario Inc
100.0% - 2619747 Ontario Inc.
100.0% - 2142540 Ontario Inc.
		1.0% - Great-West Lifeco Finance (Delaware) LP (99% owned by Great-West Lifeco Inc.)
			40.0% - Great-West Lifeco Finance (Delaware) LLC (60.0% owned by The Great-West Life Assurance Company)
		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.
20.0% - 11249185 Canada Inc.
20.0% - Armstrong LP (1.0% owned by 11249185 Canada Inc.)
100% - Northleaf Capital Group Ltd
100% - Northleaf Capital Partners Ltd.
100% - Northleaf PPP GP Ltd.
100% - Northleaf Secondary Partners III GP Ltd.
100% - Northleaf Mid-Market Infrastructure Partners GP Ltd.
	100% - Northleaf SH288 GP Ltd.
100% - Northleaf Geothermal Holdings (Canada) GP Ltd.
100% - NSPC-L Holdings II GP Ltd.
100% - Northleaf Small Cell GP Ltd.
100% - NCP Terminals GP Ltd.
100% - NCP NWP US GP Ltd.
40% - Northleaf NICP III GP Ltd.
100% - NCP US Terminals GP LLC
100% - NCP Canadian Breaks GP LLC
100% - Northleaf Vault Holdings GP Ltd.
100% - NSPC-L GPC Ltd.
100% - NCP CSV Holdings GP Ltd.
100% - Northleaf Capital Advisors Ltd.
100% - Northleaf/PRD Holdco GP Ltd.
	100% - Northleaf/PRD GP Ltd.
100% - Northleaf Trustees Limited
100% - Northleaf NVCF Holdings Ltd.
100% - Northleaf PE GP Ltd.
100% - Northleaf 2013-2014 Holdings Ltd.
100% - Northleaf PE GP Ltd.
100% - NCP 2015 Canadian Holdings Ltd.
100% - Northleaf Capital Partners (Canada) Ltd.

C-19

		100% - Northleaf Capital Partners (Australia) Pty Ltd.
		100% - Northleaf Capital Partners (UK) Limited
		49% - Northleaf NICP GP Ltd.
		49% - Northleaf NICP II GP Ltd
		100% - Northleaf Class C Holdings GP Ltd.
		100% - Northleaf Capital Partners (USA) Inc.
	100% - Annex Fund GP Ltd.
	100% - Northleaf Capital Partners GP Ltd.
		49% - Northleaf NICP Holdings GP Ltd.
		100% - SW Holdings GP Ltd.
		100% - Northleaf South Dundas GP Ltd.
	100% - Northleaf NICP III Canadian Class C Holdings Ltd.
	100% - Northleaf Millenium Holdings (US) GP Ltd.
100% - Northleaf Millennium Holdings (Canada) GP Ltd
100% - Northleaf 1608 II Holdings Ltd.
100% - Northleaf NVCF II Holdings Ltd.
100% - Northleaf 2017-2018 PE Holdings Ltd.
	100% - Northleaf 1855 Holdings Ltd.
	49% - Northleaf Star Holdings GP Ltd.
	100% - Northleaf Star GPC Ltd.
	49% - Northleaf Private Credit GP Ltd.
	100% - NPC GPC Ltd.
	100% - Northleaf NPC I Holdings Ltd.
	100% - Northleaf Lal Lal Holdings GP Ltd.
100% - Northleaf Lal Lal Holdings (Australia) Pty Ltd.
	100% - NPC II GPC Ltd.
	100% - NSPC GPC Ltd.
		49% - NSPC GP Ltd.
		49% - NSPC-L GP Ltd.
		49% - NSPC-L Holdings GP Ltd.
		49% - NPC I Holdings GP Ltd.
		49% - Northleaf Private Credit II GP Ltd.
		49% - Northleaf NCO GP Ltd.
	100% - Northleaf NICP III Holdings Ltd.
	100% - Northleaf CFOF Class C 2019 Ltd.
	100% - Northleaf 010 II Holdings Ltd.
	100% - NSPC International GP Ltd.
			100% - NSPC-L International GP Ltd.
	100% - Northleaf NCO Holdings Ltd.
	100% - Northleaf NCO Holdings Ltd.
	100% - Northleaf NPE VIII Holdings Ltd.
	100% - Northleaf NSP III Holdings Ltd.
	63.17% - Northleaf Capital Holdings Ltd.
	100% - Northleaf PE Holdings GP Ltd.
	100% - Northleaf Capital Partners GP II Ltd.
49% - Northleaf NICP II Holdings GP Ltd.
	100.0% - The Great-West Life Assurance Company (NAIC #80705, MI)

C-20

		41.2% - GWL THL Private Equity I Inc. (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. (77% owned by The Canada 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
		77.0% - CDN US Direct RE Holdings Ltd. (23% The Canada Life Insurance Company of Canada)
				100.0% - Great-West US Direct RE Holdings Inc.
					100.0% - GWL Direct 650 Almanor LLC
					100.0% - GWL Direct 345 Cessna LLC
					100.0% - CL GFP LLC
					100.0% - GWL Direct 1 Bulfinch Place LLC
					100.0% - Great-West US Direct RE Acquisition LLC
					100.0% - GWL Direct 851 SW 34th LLC
					100.0% - GWL Direct 12100 Rivera LLC
	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% - EverWest Funds Advisors LLC
					100.0% - GWL U.S. Property Fund GP LLC
					100.0% - GWL Plus GP LLC
					100.0% - GWL Plus II GP LLC
					100.0% - GWL GP LLC
						100.0% - GWL RES GP LLC
			100.0% - GWLRA US Trust Company, LLC
				100.0% - RA Real Estate Inc.
					0.1% - RMA Real Estate LP (99.9% owned by The Canada Life Assurance Company
							100% - RMA Properties Ltd.
							100% - RMA Properties (Riverside) Ltd.
	100.0% - GWL Realty Advisors Residential Inc.
	100.0% - 2278372 Ontario Inc.
87.5% - 555 Robson Holding Ltd. (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)
100.0% - Kings Cross Shopping Centre Ltd.

C-21

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.
77.0% - Great-West Investor Holdco Inc. (23% owned by GWL THL Private Equity I Inc.)
84.0% - 2148902 Alberta Ltd. (16% owned by The Canada Life Insurance Company of Canada)
70.0% - 2157113 Alberta Ltd. (30% owned by The Canada Life Insurance Company of Canada)
100.0% - The Walmer Road Limited Partnership (35.0% owned by London Life Insurance Company)
100.0% - Laurier House Apartments Limited (50.0% owned by London Life Insurance Company)
100.0% - 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
100.0% - High Park Bayview Limited Partnership
5.6% - MAM Holdings Inc. (94.4% owned by The Canada Life Insurance Company of Canada)
	100% - Mountain Asset Management LLC
100.0% - TGS North American Real Estate Investment Trust
	100.0% - TGS Trust
100.0% - RMA Realty Holdings Corporation Ltd.
	100.0% 1995709 Alberta Ltd.
	100.0% - RMA (U.S.) Realty LLC (Delaware)
		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.)
	99.9% - RMA Real Estate LP (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% - KS Village (Millstream) Inc.
100.0% - Trop Beau Developments Limited
100.0% - Kelowna Central Park Properties Ltd.
100.0% - Kelowna Central Park Phase II Properties Ltd.
87.5% - Vaudreuil Shopping Centres Limited (12.5% owned by The Canada Life Insurance Company of Canada)
62.0% - 1296 Station Street Properties Ltd. (380% owned by The Canada Life Insurance Company of Canada)
100.0% - Saskatoon West Shopping Centres Limited
87.5% - 2331777 Ontario Ltd. (12.5% owned by The Canada Life Insurance Company of Canada)
87.5% - 2344701 Ontario Ltd. (12.5% owned by The Canada Life Insurance Company of Canada)
87.5% - 2356720 Ontario Ltd. (12.5% owned by The Canada Life Insurance Company of Canada)
87.5% - 0977221 B.C. Ltd. (12.5% owned by The Canada Life Insurance Company of Canada)
100.0% - 7419521 Manitoba Ltd.
	0.09% - 7420928 Manitoba Limited Partnership (88.15% owned The Canada Life Assurance Company and11.74% owned by The Canada Life Insurance Company of Canada)

C-22

			100.0% - 7419539 Manitoba Ltd.
100.0% - 1542775 Alberta Ltd.
100.0% - 0813212 B.C. Ltd.
			100.0% - 1319399 Ontario Inc.
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.
88.0% - Neighborhood Dental Services Ltd.
100.0% - Quadrus Distribution Services Ltd.
100.0% - Toronto College Park Ltd.
100.0% - 185 Enfield GP Inc.
			0.01% - 185 Enfield LP (99.99% owned by The Canada Life Assurance Company)
99.99% - 185 Enfield LP (0.001% owned by 185 Enfield GP Inc.)
100.0% - 320 Mc Rae GP Inc.
			0.001% - 320 McRae LP (99.99% owned by The Canada Life Assurance Company)
			99.99% - 320 McRae LP (0.001% owned by 320 McRae GP Inc.)
	100.0% - London Life Financial Corporation
		100.0% - 11658735 Canada Inc.
		100.0% - London Reinsurance Group, Inc.
				100.0% - London Life and Cascualty 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)
			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% - TORCE Financial Group Inc.
					100.0% - TORCE Investment Management Inc.
					100.0% - VANCE Financial Group 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 Capital Corporation, Inc.
				100.0% - Canada Life International Holdings Limited
					100.0% - Canada Life Annuity Reinsurance (Barbados) Corporation
					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% - The Canada Life Group (U.K.) Limited

C-23

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
	28% - JDC Group AG
		100.0% - Jung, DMS & Cie.AG
			100.0% - Jung, DMS & Cie.Pro GmbH
			100.0% - Jung, DMS & Cie.Pool GmbH
				100.0% - JDC Geld,de GmbH
				100.0% - JDC plus GmbH
		100.0% - JDC B-LAB GmbH
		100.0% - FINUM.PRIVATE Finance Holding GmbH (Germany)
			100.0% - FINUM.Finanzhause AG
			100.0% - FINUM.Pension Consulting GmbH
			100.0% - FINUM.Private Finance AG
				100.0% - FVV – GmbH
		100.0% - FINUM.PRIVATE Finance Holding GmbH (Austria)
			100.0% - FINUM.Private Finance AG
				100.0% - Jung, DMS & Cie. GmbH
				51.0% - Jupoo finance GmbH
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% - Canada Life Re Ireland dac
	100.0% - Canada Life Dublin dac
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% - Irish Life Investment Managers Limited
	100.0% - Summit Asset Managers Limited
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

C-24

100.0% - CLFIS (U.K.) Limited
	100.0% - Canada Life UK Staff Pension Trustee Limited
100.0% - MGM Advantage Holdings Limited
	100.0% - Stonehaven UK Limited
	100.0% - MGM Advantage Services Limited
100.0% - Canada Life Platform Limited
	100.0% - Canada Life SIPP Trustee Limited
	100.0% - Canada Life Platform Nominee 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% - MGM Advantage Life Trustee Limited
	100.0% - Canada Life Irish Operations Limited
		100.0% - Canada Life Ireland Holdings Limited.
	100.0% - Irish Life Group Limited
		100.0% - ILGAPT Limited
			90.0% APT Workplace Pension Ltd.
			100.0% APT Wealth Management Ltd.
				100.0% APTFS Nominees Ltd.
		100.0% - ILGWM Limited
			100.0% - Clearview Investments & Pensions Limited
		100.0% - Irish Life Health dac
		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
						100.0% EIS Financial Services Limited
					100.0% - Cornmarket Retail Trading Ltd.
		100.0% - Irish Life Associate Holdings Unlimited Company

C-25

						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% - City Life Limited
							100.0% - ILP Pension Trustees DAC
							100.0% - BCRM Financial Holdings (Ireland) dac
								100.0% - Acumen & Trust dac
								100.0% - Acumen & Trust Pension Trustees dac
					100.0% - Irish Life Assurance plc.
						100.0% - Ilona Financial Group, Inc.
						100.0% - Irish Life Trustee Services Limited
						100.0% - Stephen Court 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
						18.2143% - Tour Esplanade (Paris) LP
					52.8% - Platform Capital Holdings Limited
						100.0% - Conexim Advisors Limited
	100.0% - 4073649 Canada, Inc.
		100.0% - CL Luxembourg Capital Management S.á.r.l.
			45.0% - Wealthsimple Europe S.á.r.l.
				100.0% - Wealthsimple UK Ltd.
				100.0% - Wealthsimple Germany GmbH
				100.0% - Wealthsimple Technologies Europe
		100.0% - Canada Life Finance (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
77.0% - Great-West Investors Holdco Inc. (23% owned by GWL THL I Private Equity I Inc.)
	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% - CL Eastlake GP Inc.

C-26

		0.001% - CL Eastlake LP (99.99% owned by The Canada Life Assurance Company)
	99.99% - CL Eastlake LP (0.001% owned by CL Eastlake GP Inc.)
	100.0% - CL Lago GP Inc.
		0.001% - CL Lago LP (99.99% owned by The Canada Life Assurance Company)
	99.99% - CL Lago LP (0.001% owned by CL 22 Chapel GP Inc.)
	100.0% - CL 2505 Bruckner GP Inc.
		0.001% - CL 2505 Bruckner LP (99.99% owned by The Canada Life Assurance Company)
	99.99% - CL 2505 Bruckner LP (0.001% owned by CL 2505 Bruckner Inc.)
100.0% - The Canada Life Insurance Company of Canada
	11.74%- 7420928 Manitoba Limited Partnership (88.15% limited partner interest held by The Canada Life Assurance Company; 7419521 Manitoba Ltd. holds 0.12% interest)
	100.0% - 6855572 Manitoba Ltd.
	94.4% - MAM Holdings Inc. (5.6% owned by The Canada Life Assurance Company)
		100.0% - Mountain Asset Management LLC
	12.5% - 2331777 Ontario Ltd. (87.5% owned by The Canada Life Assurance Company)
	12.5% - 2344701 Ontario Ltd. (87.5% owned by The Canada Life Assurance Company)
	12.5% - Vaudreuil Shopping Centres Limited (87.5% owned by The Canada Life Assurance Company)
	38.0% - 1296 Station Street Properties Ltd. (62.0% owned by The Canada Life Assurance Company
	12.5% - 2356720 Ontario Ltd. (87.5% owned by The Canada Life Assurance Company)
	12.5% - 0977221 B.C. Ltd. (87.5% owned by The Canada Life Assurance Company)
	12.5% - 555 Robson Holding Ltd. (87.5% owned by The Canada Life Assurance Company)
	58.8% - GWL THL Private Equity I Inc. (41.2% The Canada Life Assurance Company)
		100.0% - GWL THL Private Equity II Inc.
	16.0% - 2148902 Alberta Ltd. (85% by The Canada Life Assurance Company)
	30.0% - 2157113 Alberta Ltd (70% 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% - Canada Life Mortgage Services Ltd.
11.8% - GWL THL Private Equity I Inc. (29.4% 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.
	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

C-27

100.0% - Canada Life Capital Trust
100.0% - Canada Life Investment Management Ltd.
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
	100.0% - CL 25 North LLC

D.

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

Power Corporation of Canada
	100.0% - Power Financial Corporation
		62.076% - IGM Financial Inc. (direct and indirect 65.936%)
			100.0% - Investors Group Inc.
					100.0% - Investors Group Financial Services Inc.
							100.0% - 11249142 Canada Inc.
					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% - 11263552 Canada Inc.
			100.0% - Mackenzie Inc.
				100.0% - Mackenzie Financial Corporation
					100.0% - Mackenzie Investments Europe Limited
								100.0% - Mackenzie Investments Asia Limited
					100.0% - Mackenzie Investments Charitable Foundation
					14.28% - Strategic Charitable Giving Foundation
					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.
					13.9% - China Asset Management Co., Ltd.
					80.0% - 11249185 Canda Inc.
							100.0% - Armstrong LP
									49.9% - Northleaf Capital Group Ltd.
										100% - Northleaf Capital Partners Ltd.
										100% - Northleaf PPP GP Ltd.

C-28

100% - Northleaf Secondary Partners III GP Ltd.
100% - Northleaf Mid- Market Infrastructure Partners GP Ltd.
	100% - Northleaf SH288 GP Ltd.
100% - Northleaf Geothermal Holdings (Canada) GP Ltd.
100% - NSPC-L Holdings II GP Ltd.
100% - Northleaf Small Cell GP Ltd.
100% - NCP Terminals GP Ltd.
100% - NCP NWP US GP Ltd.
49% - Northleaf NICP III GP Ltd.
100% - NCP US Terminals GP LLC
100% - NCP Canadian Breaks GP LLC
100% - Northleaf Vault Holdings GP Ltd.
100% - NSPC-L GPC Ltd.
100% - NCP CSV Holdings GP Ltd.
100% - Northleaf Capital Advisors Ltd.
100% - Northleaf/PRD Holdco GP Ltd.
	100% - Northleaf/PRD GP Ltd.
100% - Northleaf Trustees Limited
100% - Northleaf NVCF Holdings Ltd.
100% - Northleaf PE GP Ltd.
100% - Northleaf 2013- 2014 Holdings Ltd.

C-29

100% - Northleaf PE GP Ltd.
100% - NCP 2015 Canadian Holdings Ltd.
100% - Northleaf Capital Partners (Canada) Ltd.
	100% - Northleaf Capital Partners (Australia) Pty Ltd.
	100% - Northleaf Capital Partners (UK) Limited
	49% - Northleaf NICP GP Ltd.
	49% - Northleaf NICP II GP Ltd.
	100% -Northleaf Class C Holdings GP Ltd.
	100% - Northleaf Capital Partners (USA) Inc.
100% - Annex Fund GP Ltd
100% - Northleaf Capital Partners GP Ltd.
	49% - Northleaf NICP Holdings GP Ltd.
	100% - SW Holdings GP Ltd.
	100% - Northleaf South Dundas GP Ltd.
100% - Northleaf NICP III Canadian Class C Holdings Ltd.
100% - Northleaf Millennium Holdings (US) GP Ltd.
100% - Northleaf Millennium Holdings (Canada) GP Ltd.
100% - Northleaf 1608 II Holdings Ltd.
100% - Northleaf NVCF II Holdings Ltd.

C-30

100% - Northleaf 2017-

2018 PE Holdings Ltd.

100% - Northleaf 1855

Holdings Ltd.

49% - Northleaf Star

Holdings GP Ltd.

100% - Northleaf Star GPC

Ltd.

49% - Northleaf Private

Credit GP Ltd.

100% - NPC GPC Ltd.

100% - Northleaf NPC I

Holdings Ltd.

100% - Northleaf Lal Lal

Holdings GP Ltd.

100% - Northleaf Lal Lal

Holdings (Australia) Pty

Ltd.

100% - NPC II GPC Ltd.

100% - NSPC GPC Ltd.

49% - NSPC GP Ltd.

49% - NSPC-L GP Ltd.

49% - NSPC-L Holdings

GP Ltd.

49% - NPC I Holdings GP

Ltd.

49% - Northleaf Private

Credit II GP Ltd.

49% - Northleaf NCO GP

Ltd.

100% - Northleaf NICP III

Holdings Ltd.

100% - Northleaf CFOF

Class C 2019 Ltd.

100% - Northleaf 010 II

Holdings Ltd.

100% - NSPC International

GP Ltd.

100% - NSPC-

L International GP Ltd.

100% - Northleaf NCO

Holdings Ltd.

100% - Northleaf NPE VIII

Holdings Ltd.

C-31

				100% - Northleaf NSP III Holdings Ltd.
				63.17% - Northleaf Capital Holdings Ltd.
				100% - Northleaf PE Holdings GP Ltd.
				100% - Northleaf Capital Partners GP II Ltd.
					49% - Northleaf NICP II Holdings GP Ltd.
		100.0% - Greenchip Financial Corp.
		100.0% - GLC Asset Management Group 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
18.54% - Portag3 Ventures LP
	19.82% - Springboard LP
55.23% - Springboard LP
	75.95% - WealthSimple Financial Corp. (74.89% equity)
29.33% - Springboard II LP
33.3% - Portag3 Ventures II Affiliates LP
	31.97% - Portag3 ventures II LP

E.

Pargesa Holding SA Group of Companies (European investments) 

Power Corporation of Canada
	100.0% - Power Financial Corporation
		100.0% - Power Financial Europe SA
			50.0% - Parjointco SA
				100.0% - Pariontco Switzerland SA
				100.0% - Pargesa Netherlands B.V.
					43.2% (Groupe Bruxelles Lambert (28.2% in capital)
						1.3% - Groupe Bruxelles Lambert (1.6% in capital)
						0.4% - LTI One SA
						96.5% - FINPAR II SA
							0.2% - Groupe Bruxelles Lambert (0.1% in capital)
						90.2% - FINPAR III SA

C-32

		0.2% - Groupe Bruxelles Lambert (0.1% in capital)
94.4% - FINPAR IV SA
		0.1% - Groupe Bruxelles Lambert
		0.1% - Imerys
94.9% - FINPAR V SA
		0.1% - Groupe Bruxelles Lambert
		0.3% - Marnix Lux SA
95.0% - PINPAR VI SA
		0.1% - Groupe Bruxelles Lambert
		0.3% - Marnix Lux SA
1.2% - Sagerpar SA
100.0% - Belgian Securities BV
			67.6% - Imerys (53.9% in capital)
	100.0% - Brussels Securities SA
				99.6% - LTI One SA
				100.0% - LTI Two SA
						0.1% - Groupe Bruxelles Lambert
					100.0% - URDAC SA
						0.1% - Groupe Bruxelles Lambert
					100.0% - FINPAR SA
						0.1% - Groupe Bruxelles Lambert
					100.0% - FINSAR SA
					98.8% - Sagerpar SA
						3.0% - Groupe Bruxelles Lambert (3.1% in capital)
					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% - RPCE Consulting SAS
	100.0% - GBL Verwaltung SA
					100.0% - GBL Investments Limited
					100.0% - GBL R S.á.r.l
					100.0% - GBL Energy S.á.r.l
					100.0% - Serena S.á.r.l.
						100.0% - Eliott Capital S.á.r.l
						100.0% - Sienna Capital S.á.r.l
						100.0% - Sienna Capital London Ltd.
						100.0% - Sienna Capital Opportunity GP S.a.r.l
						50.0% - Avanti Acquisition GP S.a.r.l
					100.0% Sienna Capital Invest SCSp
						100.0% - Sienna Capital Opportunity Carry SCSp
						100.0% - Sienna Capital Opportunity Fund SCSp
							100.0% - SC Opportunity Master S.a.r.l

C-33

	100.0% - Sienna Capital Participations S.á.r.l
		89.9%% - Ergon Capital Partners III SA
	100.0% - Sienna Capital Co-Invest Master S.a.r.l
	50.0% - Avanti Acquisition SCSp
100.0% - GBL Finance S.á.r.l.
100.0% - Miles Capital S.á.r.l.
100.0% - Oliver Capital S.á.r.l
100.0% - Theo Capital S.á.r.l
100.0% - Owen Capital S.á.r.l
100.0% - GfG Capital S.á.r.l
	100.0% - Blitz 20-673 GmbH
3.5% - FINPAR II SA
4.4% - FINPAR III SA
5.6% - FINPAR IV SA
5.1% - FINPAR V SA
5.0% - FINPAR VI SA
100.0% - Sapiens S.á.r.l
		61.0% - Marnix Lux SA
			100.0% - Marnix French ParentCo SAS
				100.0% - Marnix French TopCo SAS
					100.0% - Marnix SAS
						100.0% - Courcelles Lux SCA
							100.0% - Wowholdco SAS
								100.0% - Wowmidco SAS
									100.0% - Wowbidco SAS
										100.0% - Webhelp SAS

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

G.

Other PCC Companies 

Power Corporation of Canada
	100.0% - 152245 Canada Inc.
	100.0% - Square Victoria Real Estate Inc./ Square Victoria Immobilier Inc.
		100.0% - SVRE Management Inc.
	100.0% - 3121011 Canada Inc.
	100.0% - 171263 Canada Inc.
	100.0% - Power Sustainable Capital Investments Inc.

C-34

100.0% - Power Sustainable Manager Inc.
		100.0% - PSEIP Carry Holding LP
		100.0% - Power Sustainable Energy Infrastructure Inc.
			100.0% - PSEIP Carry Canada Inc
			100.0% - Power Sagard (Shanghai) Investment Management Co., Ltd.
8.92% - 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.
			75.0% - Paintearth Wind Project LP
			100.0% - 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% - Musselshell Wind Holdings, LLC
				100.0% - Musselshell Wind Project, LLC
				100.0% - Musselshell Wind Project Two, LLC
			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% - Solarize Holdings Corp.
		100.0% - Potentia Solar Holdings Corp.
			100.0%- Banjo Solar Holdings Corp.
			64.0% - Potentia MN Solar Fund I, LLC
		100.0% - Golden South Wind LP
		100.0% - Potentia Renewables 15 LP (Affinity and RT Solar)
		100.0% - Potentia Renewables 16 LP (Solar Gardens)
		50.0% - Pokeshaw Windfarm LP
	100.0% - Power Energy Corporation US
		100.0% - Nautilus Solar Energy, LLC
			100.0% - Nautilus Helios Solar Torsk, LLC
				100.0% - Bulldog Solar One LLC
				100.0% - Burns Solar One LLC
				100.0% - MVR Solar One LLC
				100.0% - Mason Solar One,LLC
				100.0% - Pittman Solar One LLC

C-35

	100.0% - Chesapeake Energy One, LLC
100.0% - Nautilus Solar Solutions, LLC
100.0% - Nautilus Castle Solar, LLC
100.0% - NSE Sackets Solar, LLC
	100.0% - Clifton Park Solar 1, LLC
	100.0% - Clifton Park Solar 2, LLC
	100.0% - Hamlin Solar 1, LLC
100.0% - NSE Stag Industrial MA 1, LLC
100.0% - NSE Beacon Solar, LLC
	100.0% - ISM Solar Cranston
100.0% - P52ES Raphael Rd Community Solar, LLC (White Marsh)
100.0% - P52ES 1755 Henryton Road Phase I, LLC
100.0% - P52ES 1755 Henryton Road Phase 2, LLC
100.0% - P52ES 12855 Frederick Road Phase 1, LLC (Triple Creek)
100.0% - Nautilus Helios Solar Blackpoint, LLC
	100.0% - TPE King Solar Holdings1, LLC
	100.0% - TPE King Solar Holdings2, LLC
100.0% - Nautilus Solar Construction Holdco, LLC
	100.0% - TPE Hopkins Solar Holdings1, LLC
100.0% - Nautilus Slar Term Holdco, LLC
100.0% - Nautilus Solar Canada Inc.
	100.0% - 2241091 Ontario Inc. GP
100.0% - Prowind Renewable Inc
	- 100.0% - Bright Oak Solar
	100.0% - River Valley Solar LLC
	100.0% - Bright Hill Solar LLC
	100.0% - Bright Field Solar LLC
100.0% - Virgo KAM MM Holdco, LLC
	1.0% - Virgo KAM Holdco, LLC
		100.0% - Lindstrom Solar LLC
		100.0% - Winstead Solar LLC
		100.0% - Saint Cloud Solar LLC
100.0% - VH Holdco I, LLC
	1.0% – VH WB Holdco, LLC
		100.0% - VH West Brookfield LLC
	100% - VH Lordsburg Holdco, LLC
		100.0% - Nautilus Solar Lordsburg, LLC
	100.0% – VH Salem Holdco, LLC
		100.0% - NS Salem Community College, LLC
	100.0% - VH Kilroy Holdco, LLC
		100.0% - VH Kilroy Solar, LLC
	100.0% - VH BHA Holdco, LLC
		100.0% - GES Megafourteen LLC
	100.0% - Virgo Goat Island MM Holdco, LLC
		1.0% - Virgo Goat Island Holdco, LLC
		100.0% -Nautilus Goat Island Solar, LLC
	100.0% – NS Belle Mead, LLC

C-36

			60.51% - Lumenpulse Group Inc.
				100.0% - Lumenpulse Finance Corp.
				100.0% - Lumenpulse Lighting Corp.
					80.93% - Sternberg Lanterns, Inc.
				100.0% - Exenia s.r.l.
				100.0% - Lumenpulse UK Limited
					100.0% - Lumenpulse Alphaled Limited
			44.15% - 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% - 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% - Sagard Healthcare Royalty Partners GP LLC
		100.0% - Sagard Healthcare Royalty Partners, LP
	100.0% - Portag3 Ventures GP Inc.
		100.0% - Portag3 Ventures Participation ULC
		100.0% - Portag3 Ventures Participation Inc.
		100.0% - Portag3 Ventures Participation US LP
		100.0% - Portag3 Ventures II Affiliates GP Inc.
				100.0% - Portag3 Ventures II Affiliates LP
		100.0% - Portag3 Ventures LP
				100.0% - Portag3 International Investments Inc.
	100.0% - Portag3 Ventures II GP Inc.
		100.0% - Portage3 Ventures II LP
		100.0% - Portag3 Ventures II Investments LP
				100.0% - Portag3 Ventures II International Investments Inc.
		100.0% - Portag3 Ventures II International LP
		100.0% - Portag3 Ventures II International (FI) LP
		100.0% - Portag3 Ventures II Carried Interest LP
		100.0% - Portag3 Ventures II Carried Interest US LP
	100.0% - Springboard III GP Inc.
		100.0% - Springboard III LP
	100.0% - Sagard Holdings ULC
		4.0% - 1069759 B.C. Unlimited Liability Company
		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.
				21.4% - GP Strategies Corp.
				4.23% - Jaguar Health Inc.

C-37

					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% - Square Victoria Communications Group Inc.
	100.0% - Gesca Ltee
			100.0% Gestion Gesca Inc.
				100.0% - 11249177 Canada Inc.
				100.0% - 10206911 Canada Inc.
				100.0% - Gesca Numerique Inc.
			100.0% - 9214470 Canada Inc.
	100.0% - Square Victoria Digital Properties Inc.
		100.0% Les Editions Plus Ltee
		50.0% - 1004096 Canada Inc. (“workopolis”)

H.

Other PFC Companies 

Power Financial Corporation

C-38

100.0% - 4400003 Canada Inc.
100.0% - 3411893 Canada Inc.
100.0% - 3439453 Canada Inc.
100.0% - PFC Ventures Inc.
	100.0% - 9194649 Canada Inc.
		100.0% - Springboard L.P.
			75.95.% - Wealthsimple Financial Corp. (74.89% equity)
				100.0% - Wealthsimple Inc.
				100.0% - Wealthsimple Advisor Services Inc.
				100.0% - Canadian ShareOwner Investments Inc.
				100.0% - CSA Computing Inc.
				100.0% - Wealthsimple US, Ltd.
				100.0% - Wealthsimple Technologies Inc.
				100.0% - Wealthsimple Investments US, Ltd.
				50.10% - Wealthsimple Europe S.a.r.l
					100.0% - Wealthsimple UK Ltd.
					100.0% - Wealthsimple Germany GmbH
					100.0% - Wealthsimple Technologies Europe Ltd
				100.0% - SimpleTax Software Inc.

C-39

	100.0% - Wealthsimple Payments Inc.
	100.0% - Wealthsimple Digital Assets. Inc.
100.0% - Springboard II LP

II.

OWNERSHIP BY POWER CORPORATION OF CANADA

Power Corporation of Canada has a voting interest in the following entities:

A.

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

Power Corporation of Canada
	100.0% - 171263 Canada Inc.
		64.057% - Power Financial Corporation
			66.889% - Great-West Lifeco 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.
							100.0% - 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% - Empower Retirement, LLC, 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% - 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

C-40

100.0% - 171263 Canada Inc.
	64.057% - Power Financial Corporation
		66.774% - Great-West Lifeco Inc.
			100.0% - Great-West Financial (Nova Scotia) Co.
				100.0% - 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, LLC
									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% - 37 Capital General Partner, LLC
									100.0% - 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.
		64.057% - Power Financial Corporation
			66.774% - Great-West Lifeco Inc.
				100.0% - Great-West Lifeco U.S. LLC
					100.0% Great-West Lifeco Finance 2019, LLC
						99.0% - Great-West Lifeco Finance 2018, LP (1.0% owned by Great-West Lifeco U.S. LLC)
							100.0% - Great-West Lifeco Finance 2018, LLC
							100.0% - Great-West Lifeco Finance 2018 II, LLC

C-41

				100.0% - Great-West Lifeco US Finance 2019, LP
								100.0% - Great-West Lifeco US Finance 2019, LLC
				100.0% - Great-West Lifeco US Finance 2019 I, LLC
				100.0% - Great-West Lifeco US Finance 2019 II, LLC
				1.0% - Great-West Lifeco Finance 2018, LP (99.0% owned by Great-West Lifeco Finance 2019, LLC)
18.5% - Portag3 Ventures LP
29.3% - Springboard II LP
33.3% - Portag3 Ventures II Affiliates LP
				33.3% - Portag3 Ventures II LP
				33.3% - Portag3 Ventures II International Investments Inc. 100.0% -2142540 Ontario Inc.
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.
99.0% - Great-West Lifeco Finance (Delaware) LP (1.0% owned by 2142540 Ontario Inc.)
				100.0% Great-West Lifeco Finance 2017, LLC
100.0% - 2171866 Ontario Inc
100.0% - 2619747 Ontario Inc.
100.0% - 2142540 Ontario Inc.
				1.0% - Great-West Lifeco Finance (Delaware) LP (99% owned by Great-West Lifeco Inc.)
								40.0% - Great-West Lifeco Finance (Delaware) LLC (60.0% owned by The Great-West Life Assurance Company)
				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
	20.0% - CDN US Direct RE Holdings Ltd. (45% London life Insurance Company, 23% The Canada Life Insurance Company of Canada, 12% The Canada Life Assurance Company)
		100.0% - Great-West US Direct RE Holdings Inc.
			100.0% - GWL Direct 650 Almanor LLC

C-42

			100.0% - GWL Direct 345 Cessna LLC
			100.0% - CL GFP LLC
			100.0% - GWL Direct 1 Bulfinch Place LLC
	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% - EverWest Funds Advisors LLC
			100.0% - GWL U.S. Property Fund GP LLC
			100.0% - GWL Plus GP LLC
			100.0% - GWL Plus II GP LLC
			100.0% - GWL GP LLC
		100.0% - GWLRA US Trust Company, LLC
			100.0% - GWL RES GP 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% - GWL Realty Advisors Residential 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)

C-43

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)
			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% - 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.

C-44

			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
	100.0% - 11658735 Canada Inc.
	100.0%% - London Reinsurance Group, Inc.
		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)

C-45

	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% - TORCE Financial Group Inc.
			100.0% - TORCE Investment Management Inc.
			100.0% - VANCE Financial Group Inc.
			100.0% - VANCE Investment 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 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
						28% - JDC Group AG
							100.0% - Jung, DMS & Cie.AG
								100.0% - Jung, DMS & Cie. Fundmatrix AG
								100.0% - Jung, DMS & Cie.Pro GmbH
								100.0% - Jung, DMS & Cie.Pool GmbH
									100.0% - JDC Geld,de GmbH
									100.0% - JDC plus GmbH
							100.0% - JDC B-LAB GmbH
							100.0% - FINUM.PRIVATE Finance Holding GmbH (Germany)
								100.0% - FINUM.Finanzhause AG
								100.0% - FINUM.Pension Consulting GmbH
								100.0% - FINUM.Private Finance AG

C-46

					100.0% - FVV – GmbH
			100.0% - FINUM.PRIVATE Finance Holding GmbH (Austria)
				100.0% - FINUM.Private Finance AG
					100.0% - Jung, DMS & Cie. GmbH
					51.0% - Jupoo finance GmbH
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% - Canada Life Re Ireland dac
	100.0% - Canada Life Dublin dac
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% - 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% - Canada Life UK Staff Pension Trustee 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 SIPP 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

C-47

					100.0% - Canada Life Ireland Holdings Limited.
				100.0% - Irish Life Group Limited
					100.0% - ILGAPT Limited
					100.0% - ILGWM 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% - 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% - City Life Limited
							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% - Stephen Court 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
						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.
			45.0% - Wealthsimple Europe S.á.r.l.
				100.0% - Wealthsimple UK Ltd.
				100.0% - Wealthsimple Germany GmbH
				100.0% - Wealthsimple Technologies Europe
		100.0% - Canada Life Finance (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)

C-48

	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% - CL Eastlake GP Inc.
		0.001% - CL Eastlake LP (99.99% owned by The Canada Life Assurance Company)
	99.99% - CL Eastlake LP (0.001% owned by CL Eastlake GP Inc.)
	100.0% - CL Lago GP Inc.
		0.001% - CL Lago LP (99.99% owned by The Canada Life Assurance Company)
	99.99% - CL Lago LP (0.001% owned by CL 22 Chapel GP Inc.)
	100.0% - CL 431 La Cienega GP Inc.
		0.001% - CL 431 La Cienega LP (99.99% owned by The Canada Life Assurance Company)
	99.99% - CL 431 La Cienega LP (0.001% owned by CL 431 La Cienega 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% - 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.

C-49

				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.
		64.057% - Power Financial Corporation
			62.080% - IGM Financial Inc. (direct and indirect 65.948%)
				100.0% - Investors Group Inc.
						100.0% - Investors Group Financial Services Inc.
						100.0% - I.G. International Management Limited
						100.0% - 11249142 Canada Inc.
						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% - 11263552 Canada Inc.
				100.0% - Mackenzie Inc.
					100.0% - Mackenzie Financial Corporation
						100.0% - Mackenzie Investments Europe Limited
								100.0% - Mackenzie Investments Asia Limited
						100.0% - Mackenzie Investments Charitable Foundation
						14.28% - Strategic Charitable Giving Foundation
						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.
						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.

C-50

		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
18.54% - Portag3 Ventures LP
	19.82% - Springboard LP
55.23% - Springboard LP
	85.29% - WealthSimple Financial Corp.
29.33% - Springboard II LP
25.44% - Personal Capital Corporation
	100.0% - Personal Capital Services Corporation
	100.0% - Personal Capital Advisors Corporation
	100.0% - Personal Capital Technology Corporation
33.3% - Portag3 Ventures II Affiliates LP
	31.97% - Portag3 ventures II LP

E.

Pargesa Holding SA Group of Companies (European investments) 

Power Corporation of Canada
	100.0% - 171263 Canada Inc.
		64.057% - 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.
							51.7% (taking into account the treasury shares - Groupe Bruxelles Lambert (50.0% in capital)
								Capital
								12.0% - Pernod Ricard (7.5% in capital)
								17.9% - 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 Lambert
									0.1% - GEA
								94.4% - FINPAR IV SA
									0.1% - Groupe Bruxelles Lambert
									0.1% - Imerys
								1.2% - Sagerpar SA
								100.0% - Belgian Securities BV
										Capital
											67.6% - Imerys (53.9% in capital)

C-51

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
				2.5% - 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% - RPCE Consulting SAS
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
			1.1% - Total (0.6% in capital)
		100.0% - Serena S.á.r.l.
				Capital
				16.7% - SGS
				100.0% - Eliott Capital S.á.r.l.
				Capital
				7.6% - LafargeHolcim
		100.0% - Sienna Capital S.á.r.l
				Capital
				100.00% - Sienna Capital London Ltd.
		100.0% Sienna Capital Invest SCSp
				Capital
				0.3% - Sagard II A FPCI
				75.0% - Sagard II B FPCI
				26.9% - Sagard 3 FPCI
				29.6% - Kartesia Credit Opportunities III SCA, SICAV-SIF
				17.2% - Kartesia Credit Opportunities IV SCS
				22.2% - Kartesia Management SA
				78.3% - PrimeStone Capital Fund ICAV

C-52

	1.7% - PrimeStone Capital Special Limited Partner SCSp
	9.8% - BDT Capital Partners Fund II (INT),L.P.
	7.2% - Fund II – A Spirits, LP
	16.4% - Matador Coininvestment SCSP
	3.1% - Carlyle International Energy Partners II – EU SCSp
	100.0% - Sienna Capital Participations S.á.r.l
	Capital
	10.8% - Sagard FCPR
	50.0% - Ergon Capital Partners SA
	42.4% - Ergon Capital Partners II SA
	89.9% - Ergon Capital Parnters III SA
	34.4% - Ergon Capital Partners IV, SCSp
	15.9% - Ergon ospeo Long Term Value Fund SCSp
	15.1% - Mérieux Participations SAS
	34.3% - Mérieux Participations 2 SAS
	34.9% - KKR Sigma Co-Invest II L.P.
	6.87% - StreetTeam Software Limited (DBA as Pollen)
48.6% - Backed 1 LP
9.6% - Backed 1 Founder LP
100.0% - Backed Encore 1 LP
10.0% - Backed Encore 1 Founder LP
100.0% - Backed 2 LP
10.0% - Backed 2 Founder LP
100.0% - Marcho Partners Feeder Fund ICAV
100.0% - GBL Finance S.á.r.l
100.0% - Miles Capital S.á.r.l
Capital
23.1% - Piolin II S.á.r.l
	Capital
	100.0% - Piolin Spain SAU
	Capital
	99.5% - Parques Reunidos
100.0% - Oliver Capital S.á.r.l
	Capital
	8.4% - GEA
100.0% - Theo Capital S.á.r.l
	Capital
	6.8% - adidas
100.0% - Owen Capital S.á.r.l
3.5% - FINPAR II SA
4.4% - FINPAR III SA
5.6% - FINPAR IV SA
100.0% - Sapiens S.á.r.l
	Capital
	64.7% – Marnix Lux SA
	Capital
	100.0% - Marnix French ParentCo SAS

C-53

Capital

100.0% - Marnix French TopCo SAS

Capital

100.0% - Marnix SAS

Capital

100.0% - Courcelles Lux SCA

Capital

100.0% - Wowholdco SAS

Capital

100.0% - Wowmidco SAS

Capital

100.0% - Wowbidco SAS

Capital

100.0% - Webhelp SAS

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

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% - Power Sustainable Capital Investments Inc.
			100.0% - Power Pacific Investment Management Inc.
				100.0% - Sagard China Absolute Return A Share Fund (Canada) GP Inc.
					100.0% - Sagard China Absolute Return A Share Fund (Canada) LP
				100.0% - Power Pacific Investment Management (Ireland) Limited
				100.0% - Power Sagard (Shanghai) Investment Management Co., Ltd.
			8.92% - Bellus Health Inc.
			25.0% (voting) - 9314-0093 Québec Inc. (formerly Club de Hockey Les Remparts de Québec Inc.)
			100.0% - Power Energy Corporation

C-54

	100.0% - Potentia Renewables Inc.
		75.0% - Paintearth Wind Project LP
		100.0% - 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% - Musselshell Wind Holdings, LLC
			100.0% - Musselshell Wind Project, LLC
			100.0% - Musselshell Wind Project Two, LLC
		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% - Solarize Holdings Corp.
	100.0% - Potentia Solar Holdings Corp.
		100.0%- Banjo Solar Holdings Corp.
		64.0% - Potentia MN Solar Fund I, LLC
	100.0% - Golden South Wind LP
	100.0% - Potentia Renewables 15 LP (Affinity and RT Solar)
	100.0% - Potentia Renewables 16 LP (Solar Gardens)
	50.0% - Pokeshaw Windfarm LP
100.0% - Power Energy Corporation US
	100.0% - Nautilus Solar Energy, LLC
		100.0% - Nautilus Helios Solar Torsk, LLC
			100.0% - Bulldog Solar One LLC
			100.0% - Burns Solar One LLC
			100.0% - MVR Solar One LLC
			100.0% - Mason Solar One,LLC
			100.0% - Pittman Solar One LLC
			100.0% - Chesapeake Energy One, LLC
		100.0% - Nautilus Solar Solutions, LLC
		100.0% - Nautilus Castle Solar, LLC
		100.0% - NSE Sackets Solar, LLC
			100.0% - Clifton Park Solar 1, LLC
			100.0% - Clifton Park Solar 2, LLC
			100.0% - Hamlin Solar 1, LLC
		100.0% - NSE Stag Industrial MA 1, LLC

C-55

	100.0% - NSE Beacon Solar, LLC
		100.0% - ISM Solar Cranston
	100.0% - P52ES Raphael Rd Community Solar, LLC (White Marsh)
	100.0% - P52ES 1755 Henryton Road Phase I, LLC
	100.0% - P52ES 1755 Henryton Road Phase 2, LLC
	100.0% - P52ES 12855 Frederick Road Phase 1, LLC (Triple Creek)
	100.0% - Nautilus Helios Solar Blackpoint, LLC
		100.0% - TPE King Solar Holdings1, LLC
		100.0% - TPE King Solar Holdings2, LLC
	100.0% - Nautilus Solar Construction Holdco, LLC
		100.0% - TPE Hopkins Solar Holdings1, LLC
	100.0% - Nautilus Slar Term Holdco, LLC
	100.0% - Nautilus Solar Canada Inc.
		100.0% - 2241091 Ontario Inc. GP
	100.0% - Prowind Renewable Inc
		- 100.0% - Bright Oak Solar
		100.0% - River Valley Solar LLC
		100.0% - Bright Hill Solar LLC
		100.0% - Bright Field Solar LLC
	100.0% - Virgo KAM MM Holdco, LLC
		1.0% - Virgo KAM Holdco, LLC
			100.0% - Lindstrom Solar LLC
			100.0% - Winstead Solar LLC
			100.0% - Saint Cloud Solar LLC
	100.0% - VH Holdco I, LLC
		1.0% – VH WB Holdco, LLC
			100.0% - VH West Brookfield LLC
		100% - VH Lordsburg Holdco, LLC
			100.0% - Nautilus Solar Lordsburg, LLC
		100.0% – VH Salem Holdco, LLC
			100.0% - NS Salem Community College, LLC
		100.0% - VH Kilroy Holdco, LLC
			100.0% - VH Kilroy Solar, LLC
		100.0% - VH BHA Holdco, LLC
			100.0% - GES Megafourteen LLC
		100.0% - Virgo Goat Island MM Holdco, LLC
			1.0% - Virgo Goat Island Holdco, LLC
			100.0% -Nautilus Goat Island Solar, LLC
		100.0% – NS Belle Mead, LLC
60.51% - Lumenpulse Group Inc.
	100.0% - Lumenpulse Finance Corp.
	100.0% - Lumenpulse Lighting Corp.
		80.93% - Sternberg Lanterns, Inc.
	100.0% - Exenia s.r.l.
	100.0% - Lumenpulse UK Limited
		100.0% - Lumenpulse Alphaled Limited
44.15% - The Lion Electric Company

C-56

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% - 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% - Sagard Healthcare Royalty Partners GP LLC
		100.0% - Sagard Healthcare Royalty Partners, LP
	100.0% - Portag3 Ventures GP Inc.
		100.0% - Portag3 Ventures Participation ULC
		100.0% - Portag3 Ventures Participation Inc.
		100.0% - Portag3 Ventures Participation US LP
		100.0% - Portag3 Ventures II Affiliates GP Inc.
				100.0% - Portag3 Ventures II Affiliates LP
		100.0% - Portag3 Ventures LP
				100.0% - Portag3 International Investments Inc.
	100.0% - Portag3 Ventures II GP Inc.
		100.0% - Portage3 Ventures II LP
		100.0% - Portag3 Ventures II Investments LP
				100.0% - Portag3 Ventures II International Investments Inc.
		100.0% - Portag3 Ventures II International LP
		100.0% - Portag3 Ventures II International (FI) LP
		100.0% - Portag3 Ventures II Carried Interest LP
		100.0% - Portag3 Ventures II Carried Interest US LP
	100.0% - Springboard III GP Inc.
		100.0% - Springboard III LP
	100.0% - Sagard Holdings ULC
		4.0% - 1069759 B.C. Unlimited Liability Company
		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.
				21.4% - GP Strategies Corp.
				4.23% - 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

C-57

					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% - Square Victoria Communications Group Inc.
	100.0% - Gesca Ltee
			100.0% Gestion Gesca Inc.
				100.0% - 11249177 Canada Inc.
				100.0% - 10206911 Canada Inc.
				100.0% - Gesca Numerique Inc.
			100.0% - 9214470 Canada Inc.
	100.0% - Square Victoria Digital Properties Inc.
		100.0% Les Editions Plus Ltee
		50.0% - 1004096 Canada Inc. (“workopolis”)

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.
	100.0% - PFC Ventures Inc.

C-58

100.0% - 9194649 Canada Inc.
	100.0% - Springboard L.P.
85.29.% - Wealthsimple Financial Corp. (84.87% equity)
	100.0% - Wealthsimple Inc.
	100.0% - Wealthsimple Advisor Services Inc.
	100.0% - Canadian ShareOwner Investments Inc.
	100.0% - CSA Computing Inc.
	100.0% - Wealthsimple US, Ltd.
	100.0% - Wealthsimple Technologies Inc.
	100.0% - Wealthsimple Investments US, Ltd.
	51.00% - Wealthsimple Europe S.a.r.l
		100.0% - Wealthsimple UK Ltd.
		100.0% - Wealthsimple Germany GmbH
		100.0% - Wealthsimple Technologies Europe Ltd

C-59

Item 29. Indemnification

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Provisions exist under the Colorado Business Corporation Act and the Bylaws of Great-West whereby Great-West may indemnify a director, officer or controlling person of Great-West against liabilities arising under the Securities Act of 1933. The following excerpts contain the substance of these provisions:

Colorado Business Corporation Act

Article 109 – INDEMNIFICATION

Section 7-109-101. Definitions.

As used in this article 109: 

(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 in any other capacity with, another person or 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, arbitrative, or investigative and whether formal or informal.

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

(1)	Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding, because the individual is or was a director, against liability incurred in the proceeding if:
	(a)	The individual's conduct was in good faith; and
	(b)	The individual reasonably believed:

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		(I)	In the case of conduct in an official capacity with the corporation, that the conduct was in the corporation's best interests; and
		(II)	In all other cases, that the conduct was at least not opposed to the corporation's best interests; and
	(c)	In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual'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, or conviction, or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the director did not meet the relevant 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 except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (1) of this section; 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.

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

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

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

(1)	A corporation may, before final disposition of a proceeding, pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because that person is a director if:
	(a)	The director delivers to the corporation a written affirmation of the director's good faith belief that;
		(I)	The director has met the relevant standard of conduct described in section 7-109-102; or
		(II)	The proceeding involves conduct for which liability has been eliminated under a provision in the articles of incorporation as authorized by section 7-102-102(2)(d); and
	(b)	The director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification under section 7-109-103 and it is ultimately determined under section 7-109-105 or 7-109-106 that the director has not met the relevant standard of conduct described in section 7-109-102.
(2)	The undertaking required by subsection (1)(b) of this section is 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)	Authorizations of payments under this section shall be made in the manner specified in section 7-109-106.

C-61

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

(1)	Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court may order indemnification or an advance of expenses 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 entitled to indemnification or an advance of expenses under section 7- 109-109(1), the court shall order indemnification or an advance of expenses, as applicable, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court- ordered indemnification or advance of expenses.
	(c)	If it determines that the director is fairly and reasonably entitled to indemnification or an advance of expenses 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), failed to comply with section 7-109-104, or was adjudged liable in the circumstances described in section 7-109-102(4), the court may order such indemnification or advance of expenses as the court deems proper; except that the indemnification with respect to any proceeding in which liability has 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.

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

(1)	A corporation may not indemnify a director under section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because 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.
(2)	The determinations required by subsection (1) of this section must be made:
	(a)	If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom constitute a quorum for this purpose, or by a majority vote of a committee of the board of directors appointed by such a vote, which committee consists of two or more disinterested directors;
	(b)	By independent legal counsel selected in the manner specified in subsection (2)(a) of this section or, if there are fewer than two disinterested directors, by independent legal counsel selected by a majority vote of the full board of directors; or
	(c)	By the shareholders, but shares owned by or voted under the control of a director who at the time is not a disinterested director may not be voted on the determination.
(3)	Authorization of indemnification and an advance of expenses must be made in the same manner as the determination that indemnification or an advance of expenses is permissible; except that, if the determination that indemnification or an advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and an advance of expenses must be made by the body that selected the counsel.

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

(1) An officer is entitled to mandatory indemnification or an advance of expenses under section 7-109-103, and is entitled to apply for court-ordered indemnification or an advance of expenses under section 7-109-105, in each case to the same extent as a director.

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(2)

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.

(3)

A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to such further extent as may be provided for by its articles of incorporation, bylaws, general or specific action of its board of directors or shareholders, or contract. This subsection (3) applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

Section 7-109-108. Insurance.

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

Section 7-109-109. Variation by corporate action. 

(1)	A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 7-109-102 or advance funds to pay for or reimburse expenses in accordance with section 7-109-104. Such an obligatory provision;
	(a)	Satisfies the requirements for authorization, but not determination, referred to in section 7-109-106.
	(b)	That obligates the corporation to provide indemnification to the fullest extent permitted by law obligates the corporation to advance funds to pay for or reimburse expenses in accordance with section 7-109-104 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(2)	A right of indemnification or to advances of expenses created by this article 109 or under subsection (1) of this section and in effect at the time of an act or omission must not be eliminated or impaired with respect to the act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the board of directors or shareholders, adopted after the occurrence of the act or omission, unless, in the case of a right created under subsection (1) of this section, the provision creating the right and in effect at the time of the act or omission explicitly authorizes the elimination or impairment after the act or omission has occurred.
(3)	A provision specified in subsection (1) of this section does not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. A provision for indemnification or an advance of expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by section 7-90-204(1).
(4)	Subject to subsection (2) of this section, a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or an advance of expenses created by or pursuant to this article 109.
(5)	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.

C-63

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

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

Bylaws of Great-West

Article IV. Indemnification

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

(a)	“expenses” means reasonable expenses incurred in a proceeding, including expenses of investigation and preparation, expenses in connection with an appearance as a witness, and fees and disbursement of counsel, accountants or other experts;
(b)	“liability” means an obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty or fine;
(c)	“party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding;
(d)	“proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

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

(a)	the person conducted himself or herself in good faith; and
(b)	the person reasonably believed that his or her conduct was in the corporation’s best interests; and
(c)	in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and
(d)	if the person is or was an employee of the corporation, the person acted in the ordinary course of the person’s employment with the corporation.

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

(a)	the person is or was appointed to serve at the request of the corporation as a director, officer, trustee or employee of the other company or entity in accordance with Indemnification Procedures approved by the Board of Directors of the corporation; and
(b)	with respect to the matter(s) giving rise to the proceeding:
	(i)	the person conducted himself or herself in good faith; and
	(ii)	the person reasonably believed that his or her conduct was at least not opposed to the corporation’s best interests (in the case of a trustee of one of the corporation’s staff benefits plans, this means that the person’s conduct was for a purpose the person reasonably believed to be in the interests of the plan participants); and

C-64

(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.

Item 30. Principal Underwriter 

(a)

IDI is the principal underwriter of the Policy as defined in the Investment Company Act of 1940. IDI is also principal underwriter for the Protective Variable Annuity Separate Account, Protective Variable Life Separate Account, PLICO Variable Annuity Account S, Protective COLI VUL, Protective COLI PPVUL, Variable Annuity Separate Account A of Protective Life, PLAIC Variable Annuity Account S, and Protective NY COLI VUL. The principal underwriter, IDI, is also currently distributing units of interest in the following separate accounts, including those of the Registrant: Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company, Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York, Variable Annuity-2 Series Account of Great-West Life & Annuity Insurance Company, Variable Annuity-2 Series Account of Great-West Life & Annuity Insurance Company, Variable Annuity-3 Series Account of Great-West Life & Annuity Insurance Company, COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company, COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company of New York, COLI VUL-4 Series Account of Great-West Life & Annuity Insurance Company, Maxim Series Account of Great-West Life & Annuity Insurance Company, Prestige Variable Life Account of Great-West Life & Annuity Insurance Company, Pinnacle Series Account of Great-West Life & Annuity Insurance Company, Trillium Variable Annuity Account of Great-West Life & Annuity Insurance Company.

(b)

Directors and Officers of IDI:

 

Name	Principal Business Address	Positions and Offices with Underwriter
B.K. Brown	2801 Highway 280 South, Birmingham, Alabama, 35223	President and Director
B.P. Coffman	2801 Highway 280 South, Birmingham, Alabama, 35223	Assistant Financial Officer
S. E. Creutzmann	2801 Highway 280 South, Birmingham, Alabama, 35223	Chief Compliance Officer and Director
L.J. Debnar	2801 Highway 280 South, Birmingham, Alabama, 35223	Assistant Financial Officer
J.F. Gilmer	2801 Highway 280 South, Birmingham, Alabama, 35223	Assistant Financial Officer and Director
J.G. Johnson	2801 Highway 280 South, Birmingham, Alabama, 35223	Assistant Compliance Officer
F.M. Lee	2801 Highway 280 South, Birmingham, Alabama, 35223	Secretary
C.L. Majewski	2801 Highway 280 South, Birmingham, Alabama, 35223	Assistant Compliance Officer
L. Morsch	2801 Highway 280 South, Birmingham, Alabama, 35223	Assistant Secretary
J.B. Smith	2801 Highway 280 South, Birmingham, Alabama, 35223	Assistant Secretary
R. Tennent	2801 Highway 280 South, Birmingham, Alabama, 35223	Chief Financial Officer

 

(c) Commissions and other compensation received by Principal Underwriter, directly or indirectly, from the Registrant during Registrant’s last fiscal year:

 

C-65

Name of Principal Underwriter	Net Underwriting Discounts and Commissions	Compensation on Redemption	Brokerage Commissions	Compensation
IDI	N/A	None	N/A	N/A

GWFS    0     0   0    0

Item 31. Location of Accounts and Records

All accounts, books, or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by the Registrant through the Depositor, 8515 East Orchard Road, Greenwood Village, Colorado 80111 and at 2801 Highway 280 South, Birmingham, Alabama 35223.

Item 32. Management Services

Not Applicable.

Item 33. Fee Representation.

The Depositor represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Depositor.

C-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Greenwood Village, and State of Colorado, on this 10th day of May, 2021. 

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. 

Signature	Title	Date
/s/ R. Jeffrey Orr	Chairman of the Board	May 10, 2021
R. Jeffrey Orr*
/s/ Edmund F. Murphy III	President and Chief Executive Officer	May 10, 2021
Edmund F. Murphy III
/s/ Andra S. Bolotin	Executive Vice President, Chief Financial Officer & Principal Accounting Officer	May 10, 2021
Andra S. Bolotin
/s/ John L. Bernbach	Director	May 10, 2021
John L. Bernbach*
/s/ Robin Bienfait	Director	May 10, 2021
Robin Bienfait*
/s/ Jeff Carney	Director	May 10, 2021
Jeff Carney*
/s/ Marcel R. Coutu	Director	May 10, 2021
Marcel R. Coutu*
/s/ André R. Desmarais	Director	May 10, 2021
André R. Desmarais*
/s/ Paul G. Desmarais, Jr.	Director	May 10, 2021
Paul G. Desmarais, Jr.*
	Director
Gary A. Doer

Signature		Title	Date
/s/ Gregory J. Fleming		Director	May 10, 2021
Gregory J. Fleming*
/s/ Claude Généreux		Director	May 10, 2021
Claude Généreux*
/s/ Alain Louvel		Director	May 10, 2021
Alain Louvel*
/s/ Paula B. Madoff		Director	May 10, 2021
Paula B. Madoff*
/s/ Paul A. Mahon		Director	May 10, 2021
Paul A. Mahon*
/s/ Robert L. Reynolds		Director	May 10, 2021
Robert L. Reynolds*
/s/ T. Timothy Ryan, Jr.		Director	May 10, 2021
T. Timothy Ryan, Jr.*
/s/ Jerome J. Selitto		Director	May 10, 2021
Jerome J. Selitto*
/s/ Gregory D. Tretiak		Director	May 10, 2021
Gregory D. Tretiak*
/s/ Brian E. Walsh		Director	May 10, 2021
Brian E. Walsh*
*By:	/s/ Ryan L. Logsdon	*Attorney-in-fact pursuant to Power of Attorney	May 10, 2021
	Ryan L. Logsdon

EX-99.(C)(2)

DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT by and between GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“Insurer”), a life insurance company organized and existing under the laws of the State of Colorado, on its behalf and on behalf of each separate account identified in Schedule 1 hereto, and INVESTMENT DISTRIBUTORS, INC. (“Distributor”), a corporation organized and existing under the laws of the State of Tennessee, is entered into this 5th day of October, 2020.

WITNESSETH:

WHEREAS, Distributor is a broker-dealer that engages in the distribution of investment products including variable insurance products;

WHEREAS, Insurer has registered each Separate Account as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”) and has registered the variable insurance contracts identified on Schedule 1 under the Securities Act of 1933 and has conducted a public offering of such contracts under an underwriting agreement (the “Prior Underwriting Agreement”) with GWFS Equities, Inc. (formerly, BenefitsCorp Equities, Inc.) (“Predecessor Underwriter”) that was terminated as of the date of this Agreement;

WHEREAS, certain of the Contracts issued by Insurer during the period that the Prior Underwriting Agreement with was in effect remain outstanding, in full force and effect, and permit the holders thereof to continue to effect securities transactions thereunder;

WHEREAS, Insurer and the Separate Accounts desire to have the Distributor serve as the distributor and underwriter for the continuation of the public offering of the Contracts including securities transactions that can continue to be effected in the Contracts sold and distributed by the Predecessor Underwriter, and the Distributor is willing to serve as such distributor and underwriter under the terms stated herein;

WHEREAS, Insurer and Distributor desire to enter into a principal underwriting agreement for the distribution of Insurer’s insurance products that are registered with the Securities and Exchange Commission; and

NOW, THEREFORE, in consideration of their mutual promises, Insurer and Distributor hereby agree as follows:

1. Definitions

a. Contracts – The class or classes of variable and other insurance products issued by Insurer that are

(i) “securities” as defined in section 2(a)(l) of the 1933 Act and not otherwise exempted from the provisions of the 1933 Act; and

(ii) set forth on Schedule 1 to this Agreement, and such other classes of insurance products issued by Insurer that may be added to Schedule 1 from time to time in accordance with Section 12.b of this Agreement,

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including any riders or endorsements to such products.

For this purpose and under this Agreement generally, a “class of Contracts” shall mean those Contracts issued by Insurer on the same policy form or forms and covered by the same Registration Statement.

b. Registration Statement – At any time that this Agreement is in effect, the currently effective registration statement filed with the SEC under the 1933 Act on a prescribed form, or currently effective post-effective amendment thereto, as the case may be, relating to a class of Contracts, including financial statements included in, and all exhibits to, such registration statement or post-effective amendment. The term “Registration Statement,” when it appears in singular form, shall refer to each Registration Statement for a class of Contracts under this Agreement. For purposes of this Agreement, the term “Registration Statement” means any document which is or at any time was a Registration Statement within the meaning of this Section l.b both during the term of this Agreement and the term of the Prior Agreement unless otherwise indicated.

c. Prospectus – The prospectus included within a Registration Statement, except that, if the most recently filed version of the prospectus (including any supplements thereto) filed pursuant to Rule 497 or 424, as applicable, under the 1933 Act subsequent to the date on which a Registration Statement became effective differs from the prospectus included within such Registration Statement at the time it became effective, the term “Prospectus” shall refer to the most recently filed prospectus filed under Rule 497 or 424, as applicable, under the 1933 Act, from and after the date on which it shall have been filed. The term “Prospectus,” when it appears in singular form, shall refer to each Prospectus for a class of Contracts under this Agreement. For purposes this Agreement, the term “any Prospectus” means any document which is or at any time was a Prospectus within the meaning of this Section 1.c both during the term of this Agreement and the term of the Prior Agreement unless otherwise indicated.

e. Separate Account – A separate account supporting a class or classes of Variable Contracts and specified on Schedule 1 as in effect at the time the Agreement was executed, or as it has been and may be amended from time to time in accordance with Section 10.b of this Agreement. The term “Separate Account,” when it appears in singular form, shall refer to each Separate Account listed on Schedule 1.

f. 1933 Act – The Securities Act of 1933, as amended.

g. 1934 Act – The Securities Exchange Act of 1934, as amended.

h. 1940 Act – The Investment Company Act of 1940, as amended.

i. SEC – The Securities and Exchange Commission.

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j. FINRA – The Financial Industry Regulatory Authority, Inc.

k. FINRA Rules – The rules adopted by FINRA, including supplementary material thereto and interpretations thereof.

l. State Insurance Commission – A commission, agency or other governmental body charged by the legislature of a state or commonwealth of the United States or the District of Columbia with the regulation of insurance.

m. State Securities Commission – A commission, agency or other governmental body charged by the legislature of a state or commonwealth of the United States or the District of Columbia with the regulation of securities.

n. Regulations – The rules and regulations promulgated by the SEC under the 1933 Act, the 1934 Act and the 1940 Act as in effect at the time this Agreement is executed or thereafter promulgated.

o. Selling Agreement – An agreement among Insurer, Distributor and Selling Broker-Dealer pursuant to which Selling Broker-Dealer is authorized to engage in retail solicitation activities with respect to the offering of the Contracts.

p. Selling Broker-Dealer – A person registered as a broker-dealer and licensed as an insurance producer or associated with a person so licensed, and authorized to engage in retail solicitation activities with respect to the offering of the Contracts pursuant to a Selling Agreement as provided for in Section 2 of this Agreement.

q. Wholesaling Agreement – An agreement among Insurer, Distributor and Wholesaling Broker-Dealer pursuant to which Wholesaling Broker-Dealer is authorized to engage in wholesaling activities with respect to the offering of the Contracts.

r. Wholesaling Broker-Dealer – A person registered as a broker-dealer and licensed as a life insurance producer or associated with a person so licensed, and authorized to engage in wholesaling activities with respect to the offering of the Contracts pursuant to a Wholesaling Agreement as provided for in Section 2 of this Agreement.

s. Representative – When used with reference to Distributor, Selling Broker-Dealer or Wholesaling Broker-Dealer, an individual who is an associated person thereof, as the term “person associated with a broker or dealer” is defined in the 1934 Act.

t. Contract Service Center – The service center identified in the Prospectus as the location at which premiums, applications and other orders and instructions for the Contracts are accepted.

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u. State – A state, commonwealth or other jurisdiction or territory of the United States, including the District of Columbia.

v. Variable Contracts – Contracts that are variable annuity contracts or variable life insurance contracts.

2. Authorization and Appointment

a. Scope of Authority. Insurer hereby authorizes Distributor to serve as non-exclusive principal underwriter on an agency basis for the public offering of the Contracts, and Distributor hereby agrees to act as such. Insurer reserves the right to appoint additional underwriters. Distributor shall actively engage in its duties under this Agreement on a continuous basis while the Registration Statement for the Contracts is effective, consistent with its business and subject to applicable material market and regulatory conditions and any other restrictions that may become applicable to its activities. Insurer reserves the right at any time to suspend or limit the public offering of the Contracts, upon written notice to Distributor. It is understood that Distributor has no present intention of engaging in solicitation activities for the Contracts on a retail basis, and intends to restrict its distribution activities to authorizing other broker-dealers to engage in wholesaling activities and/or retail solicitation activities for the public offering of the Contracts. It is further understood that that the Distributor will not acquire or maintain any customer accounts for any holders of the Contracts in connection with entering into this Agreement or otherwise.

b. Authorization of Selling Broker-Dealers. Distributor will authorize Selling Broker-Dealers to solicit applications and premiums for the Contracts on a retail basis directly from purchasers who are their customers, subject to the provisions of this Agreement. Such authority shall be granted pursuant to Selling Agreements in the form attached hereto, with such modifications as Insurer and Distributor may agree upon from time to time. Insurer alone shall be responsible for appointing Selling Broker-Dealers and all Representatives of Selling Broker-Dealers selling the Contracts on their behalf as producers of Insurer in accordance with applicable State insurance law and for communicating to all Selling Broker-Dealers and their personnel, all policies and procedures applicable to them as such appointed producers of Insurer.

c. Authorization of Wholesaling Broker-Dealers. Insurer and Distributor may authorize one or more Wholesaling Broker-Dealers to engage in wholesaling activities on their behalf for the purpose of soliciting broker-dealers to enter into Selling Agreements and supporting Selling Broker-Dealers and their Representatives in connection with the retail solicitation of the Contracts. Distributor may provide information and marketing assistance to any Wholesaling Broker-Dealer. Insurer alone shall be responsible for appointing Wholesaling Broker-Dealer and its Representatives as producers of Insurer in accordance with

4

applicable State insurance law and for communicating to Wholesaling Broker-Dealer and its personnel, all policies and procedures applicable to them as such appointed producers of Insurer.

d. Limits on Authority. Distributor shall act as an independent contractor and nothing herein contained shall constitute Distributor or its agents, officers or employees as agents, officers or employees of Insurer solely by virtue of their activities in connection with the distribution of the Contracts hereunder. Distributor and its Representatives shall not have authority, on behalf of Insurer: to make, alter or discharge any Contract or other insurance policy or annuity contract entered into pursuant to a Contract; to waive any Contract forfeiture provision; to extend the time of paying any premium; or to receive any monies or premiums (except for the sole purpose of forwarding monies or premiums to Insurer). Distributor shall not expend, nor contract for the expenditure of, the funds of Insurer. Distributor shall not possess or exercise any authority on behalf of Insurer other than that expressly conferred on Distributor by this Agreement. Neither Distributor nor any Distributor Representative shall give any information or make any representation in regard to the Contracts in connection with the offer or sale of such Contracts that is not in accordance with the Prospectus or statement of additional information for such Contracts, or in the then-currently effective prospectus or statement of additional information for an investment vehicle for the Contracts, or in current advertising materials for such class of Contracts authorized by Insurer.

e. Collection of Premiums. Given the scope of Distributor’s activities hereunder, it is not anticipated that Distributor would collect or receive premiums for the Contracts. However, to the extent that Distributor or a Distributor Representative receives a premium, such premium shall be remitted promptly, and in any event not later than two business days, in full, together with any applications, forms and any other required documentation, to the Contract Service Center. Checks or money orders in payment of premiums shall be drawn to the order of “Protective Life Insurance Company.” If any premium is held at any time by Distributor, Distributor shall hold such premium in a fiduciary capacity until remitted. Distributor acknowledges that all such premiums, whether by check, money order or wire, shall be the property of Insurer. Distributor acknowledges that Insurer shall have the unconditional right to reject, in whole or in part, any application or premium.

3. Distributor’s Representations, Warranties and Undertakings. Distributor represents and warrants to Insurer that:

a. Distributor is registered as a broker-dealer under the 1934 Act, is a member of FINRA, and is duly registered under applicable State securities laws, and that Distributor is in compliance in all material respects with the requirements of the 1934 Act, Section 9(a) of the 1940 Act, FINRA Rules and State securities laws applicable to Distributor as a registered broker-dealer.

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b. Any Distributor Representatives required to be registered with FINRA and any State Securities Commission as representatives or principals of Distributor are so registered.

c. Distributor shall continue to comply, and shall undertake to cause its Representatives to comply, in all material respects, during the term of this Agreement, with applicable requirements of the 1934 Act, Section 9(a) of the 1940 Act, FINRA Rules, and any State securities laws.

4.       Insurer’s Representations and Warranties Regarding SEC Filings. Insurer represents and warrants to Distributor on the date that each Registration Statement becomes effective on or after the date of this Agreement that:

a. SEC Filings. Insurer has filed with the SEC all statements, notices, and other documents required for registration of the Contracts covered by such Registration Statement under the provisions of the 1933 Act and Regulations thereunder, and, if such Registration Statement covers Variable Contracts, registration of the related Separate Account under the provisions of the 1940 Act and Regulations thereunder, and has obtained all necessary or customary orders of exemption or approval from the SEC to permit the distribution of the Contracts pursuant to this Agreement and, if such Registration Statement covers Variable Contracts, to permit the establishment and operation of the related Separate Account as contemplated in such Registration Statement and in conformity with the 1940 Act and Regulations thereunder, which orders, to the extent required, apply to Distributor, as principal underwriter for the public offering of the Contracts and for the Separate Account.

b. Effectiveness. Such Registration Statement has been declared effective by the SEC or has become effective in accordance with applicable Regulations. Insurer has not received any notice from the SEC with respect to such Registration Statement pursuant to Section 8(e) of the 1940 Act, and no stop order under the 1933 Act has been issued, and no proceeding therefor has been instituted or threatened by the SEC.

c. Compliance with 1933 Act and 1940 Act. Such Registration Statement and related Prospectus comply in all material respects with applicable provisions of the 1933 Act and Regulations thereunder and, if such Registration Statement covers Variable Contracts, also comply in all material respects with applicable provisions of the 1940 Act and Regulations thereunder, and neither such Registration Statement nor Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made; provided, however, that none of the representations and warranties in this Section 4.c shall apply to statements or omissions from such Registration Statement or Prospectus made in reliance upon and in conformity

6

with information furnished to Insurer in writing by Distributor expressly for use therein.

d. Contracts Duly Authorized. The Contracts covered by such Registration Statement have been duly authorized by Insurer and conform to the descriptions thereof in such Registration Statement and related Prospectus and, when issued as contemplated by such Registration Statement and related Prospectus, shall constitute legal, validly issued and binding obligations of Insurer in accordance with their terms. The form of the Contracts and, where applicable, the Separate Account have each been duly approved to the extent required by the Tennessee insurance commission and by the State Insurance Commission in every other State other than New York, or otherwise have been cleared for the issuance of the Contracts in such State.

e. Separate Account. If such Registration Statement covers Variable Contracts, the related Separate Account has been duly established by Insurer and conforms to the description thereof in the Registration Statement and related Prospectus.

f. Tax Compliance. The Contracts qualify as annuity contracts or life insurance contracts, as applicable, under applicable federal tax laws.

5.       Insurer’s Undertakings. For so long as the Contracts are being offered and/or remain outstanding, Insurer undertakes as follows:

a. Securities Law Compliance. Insurer shall be responsible for preparing the Prospectuses and Registration Statements for each class of Contracts and tiling them with the SEC and State Securities Commissions, to the extent required. Insurer shall use its best efforts to maintain the registration of the Contracts and, in the case of Variable Contracts, the related Separate Accounts with the SEC and any applicable State Securities Commission, such efforts to include, without limitation, best efforts to prevent a stop order from being issued by the SEC or any such State Securities Commission or, if a stop order has been issued, to cause such stop order to be withdrawn. In the case of Variable Contracts, Insurer shall take all action required to cause the related Separate Accounts to continue to comply, in all material respects, with the provisions of the 1940 Act and regulations and exemptions thereunder applicable to the Separate Accounts as a registered investment company under the 1940 Act. Insurer shall not deduct any amounts from the assets of any Separate Account, enter into a transaction or arrangement involving the Variable Contracts or the related Separate Account, or cause any Separate Account to enter into any such transaction or arrangement, without obtaining any necessary or customary approvals or exemptions from the SEC or no-action assurance from the SEC staff, and without ensuring that such approval, exemption or assurance applies to Distributor as the principal underwriter for such Separate Account and Contracts. Insurer shall timely file each post-effective amendment to a Registration Statement, Prospectus, statement of additional information, Rule 24f-2 notice, annual report on Form N-SAR, and all other reports, notices, statements, and amendments required to be filed by or

7

for Insurer and/or a Separate Account with the SEC under the 1933 Act, the 1934 Act and/or the 1940 Act or any Regulations, and shall pay all filing or registration fees payable in connection therewith. To the extent there occurs an event or development (including, without limitation, a change of applicable law, regulation or administrative interpretation) warranting an amendment to either the Registration Statement or supplement to the Prospectus, Insurer shall endeavor to prepare, subject to Distributor’s right to review such material provided in Section 6(b), and file such amendment or supplement with the SEC with all deliberate speed.

b. Provision of Copies. Distributor shall have the right to review any Registration Statement or Prospectus. Upon Distributor’s request, Insurer shall provide Distributor with a preliminary draft of any exemptive application or no-action request to be filed with the SEC in connection with the Contracts and/or, in the case of Variable Contracts, the related Separate Account. Insurer shall furnish Distributor with copies of any such material or amendment thereto, as filed with the SEC, promptly after the filing thereof, and any SEC communication or order with respect thereto, promptly after receipt thereof. Insurer shall maintain and keep on file in its principal executive office any file memoranda or any supplemental materials referred to in any such Registration Statement, Prospectus, exemptive application and no-action request and shall, as necessary, amend such memoranda or materials and shall provide or otherwise make available copies of such memoranda and materials to Distributor.

c. Due Diligence. Insurer shall provide Distributor access to such records, officers and employees of Insurer at reasonable times as is necessary to enable Distributor to fulfill its obligation, as the underwriter under the 193 3 Act for the Contracts and, in the case of Variable Contracts, as principal underwriter for the related Separate Account under the 1940 Act, to perform due diligence and to use reasonable care.

d. State Insurance Law Compliance. Insurer shall be responsible for preparing the Contract forms and filing them State Department and any other State Insurance Commission, to the extent required. Insurer shall obtain and maintain approvals of the Contracts and the Separate Account (including for purposes of this Section 6.d only any separate account established with respect to Contracts that are not Variable Contracts) from the State Insurance Department and any other State Insurance Commission, to the extent required, in order to carry out the offering of the Contracts in those states. Insurer shall take all action required to cause the Contracts to continue to comply, in all material respects, as annuity contracts or life insurance contracts, as applicable, under the insurance laws of any other State, to the extent required. Insurer shall file promotional, sales and advertising material for the Contracts and Separate Account, to the extent required, with the State Insurance Departments and any other State Insurance Commission.

e. Federal Tax Law Compliance. Insurer shall take all action required to cause the

8

Contracts to continue to comply, in all material respects, as annuity contracts or life insurance contracts, as applicable, under applicable federal tax laws.

f. Issuance and Administration of Contracts. Insurer shall be responsible for issuing the Contracts and administering the Contracts and the Separate Accounts, provided, however, that Distributor shall have full responsibility for the securities activities of all persons employed by Insurer, who are engaged directly or indirectly in the Contract operations and are identified as associated persons of Distributor, and shall have full responsibility for the training, supervision and control of such persons to the extent of such activities.

g. Marketing Materials. Insurer shall be responsible for furnishing Distributor, Wholesaling Broker-Dealers and Selling Broker-Dealers with such applications, Prospectuses and other materials for use in their activities with respect to the Contracts. Insurer shall notify Distributor and any Selling Broker-Dealers of those States which require delivery of a statement of additional information with a prospectus to a prospective purchaser.

h. Confirmations. Insurer, as agent for Selling Broker-Dealers, shall confirm to each applicant for and purchaser of a Contract in accordance with Rule 10b-1 0 under the 1934 Act acceptance of premiums and such other transactions as are required to be confirmed by Rule 10b-10 or administrative interpretations thereunder.

i. Books and Records. Insurer shall maintain and preserve the books and records in connection with the offer and sale of the Contracts, including without limitation the compensation records provided for in Section 8.a of this Agreement, in conformity with the requirements of Rule 17a-3 and 17a-4 under the 1934 Act, to the extent that such requirements are applicable to the Contracts. Insurer acknowledges and agrees that all such books and records are maintained and held by Insurer on behalf of and as agent for Distributor whose property they are and shall remain, and that such books and records are at all times subject to inspection by the SEC in accordance with Section 17(a) of the 1934 Act.

6. Other Obligations of the Parties

a. Anti-Money Laundering. The parties shall comply with applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act (“BSA”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “Patriot Act”), its implementing regulations, and related SEC rules, including without limitations, Customer Identification Program (“CIP”) rules. Further, the parties shall comply with the economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). To the extent required by applicable law, the Parties will promptly notify one another whenever suspicious activity or OFAC matches are detected.

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b. Trading Practices. Each party represents that it has and maintains an internal control structure for the processing and transmission of orders suitably designed (a) to prevent orders received after the close of trading on the New York Stock Exchange from being aggregated with orders received before such close of trading and (b) to minimize errors that could result in late transmission of orders to Insurer. The parties further represent, warrant and covenant that they have adopted reasonable procedures to prevent customers from providing false or otherwise inaccurate information with respect to the source of the trading activity for any customer account or engaging in market timing activity in any account. The parties shall cooperate with one another to reject future purchases by customers who engage in any of the trading activities described in this paragraph.

c. Privacy. The parties each affirm that they have procedures in place reasonably designed to protect the privacy of non-public customer information and will maintain such information they acquire pursuant to this Agreement in confidence and in accordance with all applicable privacy laws. “Confidential Information” includes, by way of example and not limitation, all client-related information (including the names, addresses, telephone numbers, social security numbers and account numbers of such referred clients, as well as non-public personal information of such clients) that the parties receive. Notwithstanding the foregoing, each Party shall have the right to use or disclose Confidential Information: (i) to the full extent required to comply with applicable laws or requests of regulators; (ii) as necessary in connection with the Party’s audit, legal, compliance or accounting procedures; (iii) as necessary or permitted by applicable laws in the ordinary course of business under this Agreement; (iv) as authorized by a customer; and (v) to protect against or prevent fraud. Confidential Information does not include (i) information which is now generally available in the public domain or which in the future enters the public domain through no fault of the receiving party; (ii) information that is disclosed to the receiving party by a third party without violation by such third party of an independent obligation of confidentiality of which the receiving party is aware; or (iii) information that the disclosing party consents in writing that the receiving party may disclose.

7. Notification of Contractholder Complaints and Developments

a. Contractholder Complaints. Insurer and Distributor shall notify the other promptly of any substantive complaint received by either party with respect to Insurer, Distributor, any Distributor Representative or employee or with respect to any Contract. The parties hereto shall cooperate in investigating such complaint and any response by either party to such complaint shall be sent to the other party for written approval not less than five business days prior to its being sent to the customer or any regulatory authority, except that if a more prompt response is required, the proposed response shall be communicated by telephone or facsimile. In any event, neither party shall release any such response without the other party’s prior written approval.

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b. Developments. Insurer and Distributor shall notify the other upon the happening of any material event, if known by such notifying party, which makes untrue any material statement made in the Registration Statement or Prospectus or which requires the making of a change therein in order to make any statement made therein not materially misleading. In addition, Insurer shall notify Distributor immediately or in any event as soon as possible under the circumstances of the following:

(1) If insurer becomes aware that any Prospectus, sales literature or other printed matter or material used in marketing and distributing any Contract contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading;

(2) Of any request by the SEC for any amendment to a Registration Statement, for any supplement to the Prospectus, or for additional information;

(3) Of the issuance by the SEC of any “stop order” with respect to a Registration Statement or any amendment thereto, or the initiation of any proceedings for that purpose or for any other purpose relating to the registration and/or offering of the Contracts;

(4) Of any event of the Contracts’ or a Separate Account’s noncompliance with the applicable requirements of federal tax law or regulations, rulings, or interpretations thereunder that could jeopardize the Contracts’ status as annuity or life insurance contracts, as applicable;

(5) Of any change in applicable insurance laws or regulations of any State materially adversely affecting the insurance status of the Contracts or Distributor’s obligations with respect to the distribution of the Contracts; and

(6) Of any loss or suspension of the approval of the Contracts or distribution thereof by a State Securities Commission or State Insurance Commission, any loss or suspension of Insurer’s certificate of authority to do business or to issue variable insurance products in any State, or of the lapse or termination of the Contracts’ or a Separate Account’s registration, approval or clearance in any State.

c. Regulatory Actions. Insurer and Distributor shall notify the other in writing upon being apprised of the institution of any proceeding, investigation or hearing involving the offer or sale of the Contracts. Distributor and Insurer shall cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the offering, sale or

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distribution of the Contracts distributed under this Agreement.

8. Compensation and Expenses

a. Distributor shall not be compensated for its services hereunder. Insurer shall pay compensation payable under the Wholesaling Agreements and Selling Agreements directly to the Wholesaling Broker-Dealers and Selling Broker-Dealers, respectively, or their designees on behalf of the Distributor and shall be compensated pursuant to the terms and conditions of (i) the Reinsurance Agreement between Insurer and Protective Life Insurance Company, dated June 3, 2019 (the “Reinsurance Agreement”), and (ii) the Administrative Services Agreement between the Insurer and Protective Life Insurance Company, dated June 3, 2019 (the “Administrative Services Agreement”)

9. Indemnification

a. By Insurer. Insurer shall indemnify and hold harmless Distributor and any of its officers, directors, employees or agents, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Distributor and/or any such person may become subject, under any statute or regulation, any FINRA Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:

(1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any (i) Registration Statement or in any Prospectus or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any State; provided that Insurer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon information furnished in writing to Insurer by Distributor specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; or

(2) result from any material breach by Insurer of any provision of this Agreement.

This indemnification agreement shall be in addition to any liability that Insurer may otherwise have; provided, however, that no person shall be entitled to

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indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

b. By Distributor. Distributor shall indemnify and hold harmless Insurer and any of its officers, directors, employees or agents, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Insurer and/or any such person may become subject under any statute or regulation, any FINRA Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:

(1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any State; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto;

(2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or

(3) result from any material breach by Distributor of any provision of this Agreement.

This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

c. General. Promptly after receipt by a party entitled to indemnification (“indemnified person”) under this Section of notice of the commencement of any

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action as to which a claim will be made against any person obligated to provide indemnification under this Section (“indemnifying party”), such indemnified person shall notify the indemnifying party in writing of the commencement thereof as soon as practicable thereafter, but failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified person otherwise than on account of this Section. The indemnifying party will be entitled to participate in the defense of the indemnified person but such participation will not relieve such indemnifying party of the obligation to reimburse the indemnified person for reasonable legal and other expenses incurred by such indemnified person in defending himself or itself.

The indemnification provisions contained in this Section shall remain operative in full force and effect, regardless of any termination of this Agreement. A successor by law of Distributor or Insurer, as the case may be, shall be entitled to the benefits of the indemnification provisions contained in this Section.

10. Term and Termination. This Agreement shall remain in effect until it is terminated. This Agreement shall terminate automatically if it is assigned by a party without the prior written consent of the other party. This Agreement may be terminated at any time for any reason by either party upon six months’ prior written notice to the other party, without payment of any penalty. (The term “assigned” shall not include any transaction not involving an actual change in management or control.) This Agreement may be terminated at the option of either party to this Agreement upon the other party’s material breach of any provision of this Agreement or of any representation or warranty made in this Agreement, unless such breach has been cured within 10 days after receipt by the breaching party of notice of breach from the non-breaching party. Upon termination of this Agreement all authorizations, rights and obligations shall cease except the obligation to settle accounts hereunder.

11. Notices. All notices hereunder are to be made in writing and shall be given:

if to Insurer, to:

Associate General Counsel, Corporate and Investments

Great-West Life & Annuity Insurance Co.

8525 East Orchard Rd, 2T3

Greenwood Village, CO 80111

if to Distributor, to:

Chief Executive Officer

Investment Distributors, Inc.

2801 Highway 280 South

Birmingham, AL 35223

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With a copy to:

Senior Counsel – Variable Insurance Products

Protective Life Corporation

2801 Highway 280 South

Birmingham, AL 35223

or such other address as such party may hereafter specify in writing. Each such notice to a party shall be either hand delivered or transmitted by overnight mail by a nationally recognized courier, and shall be effective upon delivery.

12. General

a. Binding Effect. This Agreement shall be binding on and shall inure to the benefit of the respective successors and assigns of the parties hereto provided that neither party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party in accordance with Section 10 of this Agreement.

b. Amendments. The parties to this Agreement may amend Schedule 1 to this Agreement from time to time to reflect additions of any class of Contracts and any Separate Accounts. The provisions of this Agreement shall be equally applicable to each such class of Contracts and each Separate Account that may be added to the Schedule and the related Registration Statement and Prospectus, unless the context otherwise requires. Any other change in the terms or provisions of this Agreement shall be by written agreement between Insurer and Distributor.

c. Rights, Remedies, etc., are 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, which the parties hereto are entitled to under State and federal laws. Failure of either party to insist upon strict compliance with any of the conditions of this Agreement shall not be construed as a waiver of any of the conditions, but the same shall remain in full force and effect. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.

d. Arbitration. Any controversy or claim arising out of relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof

e. Interpretation; Jurisdiction. This Agreement constitutes the whole agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written understandings, agreements or negotiations

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between the parties with respect to such subject matter. No prior writings by or between the parties with respect to the subject matter hereof shall be used by either party in connection with the interpretation of any provision of this Agreement. This Agreement shall be construed and its provisions interpreted under and in accordance with the internal laws of the State of Colorado without giving effect to principles of conflict of laws.

f. Reinsurance Agreement. To the extent there is any direct conflict between the terms of this Agreement and the terms of the Reinsurance Agreement, the terms of the Reinsurance Agreement shall control. Nothing in this Agreement shall supersede or in any way affect other contracts and arrangements between the parties which are unrelated to the subject matter of this Agreement.

g. Severability. This is a severable Agreement. In the event that any provision of this Agreement would require a party to take action prohibited by applicable federal or State law or prohibit a party from taking action required by applicable federal or State law, then it is the intention of the parties hereto that such provision shall be enforced to the extent permitted under the law, and, in any event, that all other provisions of this Agreement shall remain valid and duly enforceable as if the provision at issue had never been a part hereof.

h. Section and Other Headings; Plurality. The headings 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. Unless otherwise indicated, terms used in the singular form shall include the plural form and vice versa.

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

J. Regulation. This Agreement shall be subject to the provisions of the 1933 Act, 1934 Act and 1940 Act and FINRA Rules, from time to time in effect, including such exemptions from the 1940 Act as the SEC may grant, and the terms hereof shall be interpreted and construed in accordance therewith.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by such authorized officers on the date specified above.

GREAT-WEST LIFE & ANNUITY INSURANCE

COMPANY

By:  /s/ Mary Maiers                                

Name:   Mary Maiers

Title:   VP Finance – Investment & Global Middle Office

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INVESTMENT DISTRIBUTORS, INC.
By:	/s/ Barry Brown
Name:   Barry Brown
Title:   President

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SCHEDULE 1

SEPARATE ACCOUNTS AND CONTRACTS

COVERED BY AGREEMENT

Separate Account	Contracts
Variable Annuity 1 Series Account	Schwab Advisor Choice Variable Annuity
	Schwab OneSource Choice Variable Annuity
	Schwab OneSource Annuity
	Schwab Select Variable Annuity
Variable Annuity 2 Series Account	Great-West Smart Track Variable Annuity
	Great-West Smart Track Advisor Variable Annuity
	Great-West Smart Track II Variable Annuity
	Great-West Smart Track II – 5 Year Variable Annuity
	Varifund
	Varifund Advisor
	Varifund Plus
Maxim Series Account of GWLA	AICPA
	Maxim
	MVP
Trillium Variable Annuity Account	Trillium Variable Annuity
COLI VUL 2- Series Account	Executive Benefit VUL II
COLI VUL 4- Series Account	Individual Retirement Bonus Product
Pinnacle Series Account	Pinnacle
Prestige Variable Life Account	Prestige

Other Registered Products:

Great-West Capital Choice

Great-West Capital Choice Select

Great-West Capital Choice Advisor

Great-West Capital Choice Select Advisor

EX-99.(H)(113)

PARTICIPATION AGREEMENT

Among

VANGUARD VARIABLE INSURANCE FUND

and

THE VANGUARD GROUP, INC.

and

VANGUARD MARKETING CORPORATION

and

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the 31st day of August, 2001, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the “Distributor”), a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (hereinafter the “Company”), a Colorado corporation, on its own behalf and on behalf of each segregated asset account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”).

WHEREAS, the Fund was organized to act as the investment vehicle for variable life insurance policies and variable annuity contracts to be offered by separate accounts of insurance companies which have entered into participation agreements with the Fund and the Sponsor (hereinafter “Participating Insurance Companies”); and

WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each designated a “Portfolio,” and representing the interest in a particular managed portfolio of securities and other assets; and

WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and its shares are registered under the Securities Act of 1933, as amended (the “1933 Act”); and

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WHEREAS, the assets of each Portfolio of the Fund are managed by several entities (the “Advisers”), each of which is duly registered as an investment adviser under the federal Investment Advisers Act of 1940 and any applicable state securities laws; and

WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (the “SEC”), dated December 19, 1995 (File No. 812-7659), 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 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 Company has established or will establish one or more Accounts to fund certain variable life insurance policies (the “Variable Insurance Products”), the offering of each of which will be made pursuant to a private placement memorandum (“PPM”) in reliance on certain exemptions from the requirements of federal securities law for placement of securities other than by means of a public offering, and the Accounts and the interests in the Variable Insurance Products funded thereby will not be registered under the 1933 Act and/or the 1940 Act in reliance upon exemptions therein; and

WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution in the Board of Directors of the Company, to set aside and invest assets attributable to the Variable Insurance Products; and

WHEREAS, the Distributor is a wholly-owned subsidiary of the Sponsor, is registered as a broker dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member in good standing of the National Association of Securities Dealers, Inc. (“NASD”); and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares of the Portfolios on behalf of each Account to fund the Variable Insurance Products and the Sponsor is authorized to sell such shares to the Accounts at net asset value; and

WHEREAS, the Sponsor and BenefitsCorp Equities, Inc., an affiliate of the Company, have entered into a Defined Contribution Clearance & Settlement Agreement dated as of July     , 2001 (the “DCC&S Agreement”) which sets forth the operational provisions governing the purchase and redemption of shares of the Fund by the Accounts and related matters;

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

ARTICLE I. Sale of Fund Shares

1.1    The Sponsor and the Distributor agree to sell to the Company those shares of the Portfolios of the Fund listed on Schedule B which each Account orders, in accordance with the DCC&S Agreement.

1.2    The Fund, subject to the provisions of Article IX of this Agreement, agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Fund calculates its net asset value pursuant to the rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the NYSE is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Fund (hereinafter the “Board”) may refuse to sell shares of any Portfolio to any person including, but not limited to, the Company, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board, acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. Further, it is acknowledged and agreed that the availability of shares of the Fund shall be subject to the Fund’s then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the SEC and the NASD.

1.3    The Fund and the Sponsor agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Portfolio will be sold to the general public.

1.4    The Fund and the Sponsor will not sell Fund shares to any Participating Insurance Company or its separate account unless an agreement containing provisions substantially the same as Sections 2.4 and 5.1 of this Agreement are in effect to govern such sales.

1.5    The Fund agrees to redeem for cash, on the Company’s request, any full or fractional shares of the Fund held by an Account, in accordance with the DCC&S Agreement. The Fund reserves the right to delay settlement of redemptions or pay redemptions in kind, as disclosed in the Fund’s prospectus or statement of additional information. The Fund agrees to treat the Company like any other shareholder in similar circumstances in making these determinations. Notwithstanding the foregoing, the Fund agrees that any redemption by the Company of less than $5,000,000 shall be paid in cash, and if the Company provides the Fund with at least three business days’ advance notice of any redemption in an amount greater than or equal to $5,000,000, the Fund will pay such redemption in cash.

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1.6    The Company agrees to purchase and redeem the shares of each Portfolio offered by the then current prospectus of the Fund and in accordance with the provisions of such prospectus and the accompanying statement of additional information.

1.7    Issuance and transfer of a Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account. The Fund shall furnish to the Company the CUSIP number assigned to each Portfolio of the Fund identified in Schedule B hereto.

1.8    The Company hereby elects to receive all income, dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of shares so issued as payment of dividends and distributions.

ARTICLE II. Representations and Warranties

2.1    The Company represents and warrants that (i) the Variable Insurance Products are exempt from or not subject to registration under the 1933 Act and (ii) the Variable Insurance Products will be issued and sold in compliance in all material respects with all applicable federal and state laws and with applicable 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 each Account prior to any issuance or sale thereof as a segregated asset account under the Colorado Insurance Code and each Account is exempt from registration under the 1940 Act. The Company will notify the Fund if it believes an Account will cease to qualify for the exception from the definition of investment company provided under Sections 3(c)(1), 3(c)(7), or 3(c)(11) of the 1940 Act. Notification shall be made prior to the end of the calendar quarter in which the Company becomes aware that the Account may cease to qualify.

2.2    The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the State of Colorado and all applicable federal and state securities laws and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund, the Distributor, or the Sponsor.

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2.3    The Fund represents that it is qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and that it will make every effort to maintain qualification (under Subchapter M or any successor or similar provision) and (ii) it will notify the Company immediately upon having a reasonable basis for believing that it ceased to so qualify or that it might not so qualify in the future. The Fund acknowledges that any failure to qualify as a Regulated Investment Company will eliminate the ability of the subaccounts of the Account(s) to avail themselves of the “look through” provisions of Section 817(h) of the Code, and that as a result the Variable Insurance Products will almost certainly fail to qualify as endowment or life insurance contracts under Section 817(h) of the Code.

2.4    The Company represents that, except for purposes of diversification under section 817 of the Code, the Variable Insurance Products will be treated as endowment or life insurance contracts under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Fund and the Sponsor immediately upon having a reasonable basis for believing that the Variable Insurance Products have ceased to be so treated or that they might not be so treated in the future.

2.5    The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise

2.6    The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Fund represents that the Fund’s investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Colorado and the Fund and the Sponsor represent that their respective operations are and shall at all times remain in material compliance with the laws of the State of Colorado to the extent required to perform this Agreement. If the Company provides the Fund with detailed advance notice of applicable requirements imposed by a particular state’s insurance laws or regulations, the Fund will use commercially reasonable efforts to comply with such requirements; provided, however, that the Fund shall not comply with any such requirement if the Fund reasonably determines that such compliance would be detrimental to the best interests of the Fund’s or a Portfolio’s shareholders.

2.7    The Distributor 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 Distributor further represents that it will sell and distribute the Fund shares in accordance with the laws of the State of Colorado and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

2.8    The Fund represents that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act and any applicable regulations thereunder.

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2.9      The Sponsor represents and warrants that the Advisers to the Fund are and the Sponsor shall use its best effort to cause the Advisers to, remain duly registered in all material respects under all applicable federal and state securities laws and to perform their obligations for the Fund in compliance in all material respects with the laws of the State of Colorado and any applicable state and federal securities laws.

2.10    The Fund and Sponsor represent and warrant that all of their trustees, directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage required currently by Rule 17g-1 under the 1940 Act or other applicable laws or regulations as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

2.11    With respect to the Accounts, which are exempt from registration under the 1940 Act in reliance upon Section 3(c)(1) or Section 3(c)(7) thereof, the Company represents and warrants that:

(a) BenefitsCorp Equities, Inc. is the principal underwriter for each such Account and any subaccounts thereof and is a registered broker-dealer with the SEC under the 1934 Act;

(b) the shares of the Portfolios of the Fund are and will continue to be the only investments securities held by the corresponding subaccounts, unless lawfully substituted by the Company; and

(c) with regard to each Portfolio, the Company, if permitted by law, on behalf of the corresponding subaccount, will:

(i) vote such shares held by it in the same proportion as the vote of all other holders of such shares; and

(ii) refrain from substituting shares of another security for such shares unless the SEC has approved such substitution in the manner provided in Section 26 of the 1940 Act.

2.12    The Fund represents that it will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Fund will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if an when applicable, 16(b). Further, the Fund will act in accordance with the SEC’s interpretation of

6

the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

ARTICLE III. Offering Documents and Reports

3.1      The Fund, the Sponsor or their designee shall provide the Company (at the Sponsor’s expense) with as many copies of the Fund’s current prospectus as the Company may reasonably request. The Company shall provide a copy of the Fund’s prospectus to each person to whom it provides the PPM for the Variable Insurance Products. If requested by the Company in lieu thereof, the Fund or the Sponsor shall provide such documentation in the form of a camera-ready copy of the Fund’s current prospectus as set in type or a diskette containing such document in the form sent to the financial printer, as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund or the Sponsor shall provide such documentation (including a final copy of the new prospectus as set in type at the Fund’s or the Sponsor’s expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Fund is amended) to have the PPM for the Variable Insurance Products and the Fund’s prospectus printed together in one document (such printing to be at the Company’s expense).

3.2      The Fund’s prospectus shall state that the statement of additional information for the Fund is available from the Sponsor (or in the Fund’s discretion, the prospectus shall state that the statement of additional information is available from the Fund) and the Sponsor (or the Fund), at its expense, shall print and provide such statement free of charge to the Company and to any owner of a Variable Insurance Product or prospective owner who requests such statement.

3.3      The Fund, at its own expense, shall provide the Company with copies of its reports to shareholders, other communications to shareholders, and, if required by applicable law, proxy material, in such quantity as the Company shall reasonably require for distributing to Variable Insurance Product owners. The Fund shall provide to the Company the prospectuses and annual reports referenced in this Agreement within fifteen (15) days prior to the Company’s obligation to mail, and the Company agrees to provide the Fund with advance notice of such date. If the documents are not delivered to the Company within ten (10) days of the Company’s obligation to mail, the Fund shall reimburse the Company for any extraordinary out-of-pocket costs (including, but not limited to, overtime for printing and mailing).

ARTICLE IV. Sales Material and Information

4.1      The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material in which the Fund, its Advisers or the Sponsor is named, at least ten Business Days prior to its use. “Business Day” shall mean any day on which the New York Stock Exchange is open for trading. The

7

Company may use such material in fewer than ten Business Days if it receives the written consent of the Fund or its designee. No such material shall be used if the Fund or its designee reasonably objects to such use within ten Business Days after receipt of such material. In connection with the identification of the Portfolios in any such material, the use of the Sponsor’s name or identification of the Portfolios shall be given no greater prominence than any other mutual fund or portfolio selection offered in a Variable Insurance Product.

4.2      The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund in connection with the sale of the Variable Insurance Products other than the information or representations contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Sponsor, except with the permission of the Fund or the Sponsor or the designee of either.

4.3      The Fund, Sponsor, Distributor or their designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or an Account is named at least ten Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within ten Business Days after receipt of such material.

4.4      The Fund, the Distributor and the Sponsor shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Variable Insurance Products other than the information or representations contained in a PPM for the Variable Insurance Products, as such PPM may be amended or supplemented from time to time, or in published reports for each Account which are 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 Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares, prior to or contemporaneously with the filing of each document with the SEC or other regulatory authorities.

4.6       The Company will provide to the Fund at least one complete copy of all PPMs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemption, requests for no action letters, and all amendments to any of the above, that relate to the Variable Insurance Products or each Account, prior to or contemporaneously with the filing of such document with the SEC or other regulatory

8

authorities, or, in the case of a PPM, at least three Business Days before any sales are made by use of the relevant PPM.

4.7      The Company and the Fund shall also each promptly inform the other of the results of any examination by the SEC (or other regulatory authorities) that relates to the Variable Insurance Products, the Fund or its shares, and the party that was the subject of the examination shall provide the other party with a copy of relevant portions of any “deficiency letter” or other correspondence or written report regarding any such examination.

4.8      The Fund and the Sponsor will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio (but in no event later than the applicable record date), and of any material change in the Fund’s registration statement, particularly any change resulting in a change to the PPM for any Account. The Fund and the Sponsor will cooperate with the Company so as to enable the Company to solicit voting instructions from owners of Variable Insurance Products or to make changes to its PPM in an orderly manner.

4.9      For purposes of this Article IV, the phrase “sales literature and other promotional material” is subject to applicable laws and regulations governing the private placement of securities, particularly the prohibition against making a general solicitation. The phrase includes, but is not limited to, sales literature (i.e., any written communication distributed or made generally available to customers, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published articles), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and PPMs, shareholder reports, and proxy materials.

ARTICLE V. Fees and Expenses

5.1      The Fund and Sponsor shall pay no fee or other compensation to the Company under this Agreement. Nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Fund and or to the Accounts.

5.2      All expenses incident to performance by the Fund under this Agreement shall be paid by the Fund. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the fees and expenses for the cost of registration and qualification of the Fund’s shares, preparation and filing of the Fund’s prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that

9

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 Fund’s shares.

5.3      The Fund shall bear the expenses of printing, and the Company shall bear the expenses of distributing, the Fund’s prospectus (including any stickers thereto) to owners of Variable Insurance Products issued by the Company, unless the Fund is required by applicable law to distribute the Fund’s prospectus to Variable Insurance Product owners, in which case the Fund shall bear the expenses of such distribution. The Fund shall bear the expenses of printing and distributing the Fund’s proxy materials (to the extent such proxy solicitation is required by law) and reports, and to the extent the Fund is required by applicable law to distribute any other communication to owners of Variable Insurance Products, the Fund shall bear the expenses of printing and distributing such communications.

ARTICLE VI. Diversification

6.1      The Fund will at all times invest money from the Variable Insurance Products in such a manner as to ensure that the Variable Insurance Products will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund and the Sponsor represent and warrant that each Portfolio of the Fund will meet the diversification requirements of Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for endowment or life insurance contracts, and any amendments or other modifications to such Section or Regulations, as if those requirements applied directly to each such Portfolio. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify Company of such breach and (b) to adequately diversify each Portfolio of the Fund so as to achieve compliance within the grace period afforded by Regulation 817-5.

6.2      The Fund and the Sponsor represent that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and they will maintain such qualification (under Subchapter M or any successor or similar provision).

ARTICLE VII. 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

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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 Sponsor, the Advisers or any sub-adviser 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: (a) 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 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 (b) 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 Fund’s election, to withdraw the Account’s investment in the Fund and terminate this Agreement; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Independent Directors. Any such withdrawal and termination must take place within one hundred eighty (180) days after the Fund gives written notice that this provision is being implemented, and until the end of that one hundred eighty-day period the Sponsor and the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund.

7.5.      If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account’s investment in the Fund and terminate

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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 Sponsor and the Fund shall continue to accept and implement orders by the Company 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 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 Variable Insurance Products. The Company shall not be required by Section 7.3 to establish a new funding medium for the Variable Insurance Products 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 Account’s 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/or Rule 6e-3, as adopted, to the extent such rules are applicable: and (b) Sections 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 and each trustee of the Board and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, the Sponsor and the Distributor (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, reasonable and documented out-of-pocket 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, regulation, at common law or

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otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products and:

(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the PPM for the Variable Insurance Products or contained in the contract or policy or sales literature for the Variable Insurance Products (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the PPM for the Variable Insurance Products or in the contract or policy sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Insurance Products or the Fund shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of the Fund not supplied by the Company, or persons under its control) or unlawful conduct of the Company or persons under its control, with respect to the sale or distribution of the Variable Insurance Products or Fund Shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund or any amendment or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or

(iv) result from any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or

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(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any material breach of this Agreement by the Company;

as limited by and in accordance with the provisions of Section 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, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Fund, whichever is applicable.

    (c)      The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on a designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such a party of the Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

    (d)      The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Variable Insurance Products or the operation of the Fund.

8.2      Indemnification by the Sponsor

    (a)      The Sponsor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company

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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, reasonable and documented out-of-pocket expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products and:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund prepared by the Fund, the Sponsor, the Distributor or the Advisers (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Sponsor or the Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the PPM or sales literature for the Variable Insurance Products not supplied by the Sponsor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a PPM or sales literature covering the Variable Insurance Products, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon

15

information furnished to the Company by or on behalf of the Fund, the Sponsor, the Distributor or the Advisers; or

(iv) result from any failure by the Sponsor or the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the requirements specified in Articles VI and VII of this Agreement); or

(v) arise out of or result from any material breach of any representation and/or warranty made by the Sponsor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Sponsor or the Fund;

as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.

    (b)      The Sponsor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or the Accounts, whichever is applicable.

    (c)      The Sponsor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Sponsor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Sponsor of any such claim shall not relieve the Sponsor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In any case any such action is brought against the Indemnified Parties, the Sponsor will be entitled to participate, at its own expense, in the defense thereof. . The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Sponsor to such party of the Sponsor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Sponsor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation.

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(d)    The Company agrees promptly to notify the Sponsor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Insurance Products or the operation of each Account.

8.3    Indemnification by the Fund

(a)      The Fund agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, reasonable and documented out-of-pocket expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or action in respect thereof) or settlements resulting from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and:

(i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the requirements specified in Articles VI and VII 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.

(b)      The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Sponsor or each Account, whichever is applicable.

(c)      The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified

17

Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party or the Fund’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party independently in connection with the defense thereof other than reasonable costs of litigation.

  (d)      The Company and the Sponsor agree promptly to notify the Fund of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Variable Insurance Products, with respect to the operation of an Account, or the sale or acquisition of shares of the Fund.

8.4      Indemnification by the Distributor

  (a)      The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes of this Section 8.4) against any and all losses, claims, reasonable and documented out-of-pocket expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products and:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund prepared by the Fund, the Sponsor, the Distributor or the Advisers (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

18

not misleading, provided that this agreement to indemnify hall 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 Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the PPM or sales literature for the Variable Insurance Products not supplied by the Distributor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a PPM or sales literature covering the Variable Insurance Products, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or

(iv) result from any failure by the Distributor or the Fund to provide the services and furnish the materials under the terms of this Agreement; or

(v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor or the Fund;

as limited by and in accordance with the provisions of Sections 8.4(b) and 8.4(c) hereof.

  (b)      The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an

19

Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company or the Accounts, whichever is applicable.

  (c)      The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of any such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In any case any such action is brought against the Indemnified Parties, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Sponsor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributor’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by each party independently in connection with the defense thereof other than reasonable costs of investigation.

  (d)      The Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Variable Insurance Products or the operation of each account.

ARTICLE 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.

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, and the terms hereof shall be interpreted and construed in accordance therewith.

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ARTICLE X. Termination

10.1      This Agreement shall continue in full force and effect until the first to occur of:

    (a)      termination by any party for any reason by one hundred eighty (180) days’ advance written notice delivered to the other parties with respect to any or all Portfolios; or

    (b)      termination by the Company by written notice to the Fund and the Sponsor with respect to any Portfolio based upon the Company’s determination that shares of such Portfolio are not reasonably available to meet the requirements of the Variable Insurance Products; or

    (c)      termination by the Company by written notice to the Fund and the Sponsor with respect to any Portfolio in the event any of the Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Variable Insurance Products issued or to be issued by the Company, or

    (d)      termination by the Company by written notice to the Fund and the Sponsor with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Fund may fail to so qualify (in the event of such termination, the Company shall withdraw all assets allocable to the separate accounts from the Portfolio and shall reinvest such assets in a different investment medium, including, but not limited to, another Portfolio of the Fund); or

    (e)      termination by the Company by written notice to the Fund and the Sponsor with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements as specified in Article VI hereof, or if the Company reasonably believes that the Fund may fail to meet such requirements (in the event of such termination, the Company shall withdraw all assets allocable to the separate accounts from the Portfolio and shall reinvest such assets in a different investment medium, including, but not limited to, another Portfolio of the Fund); or

    (f)      termination by the Fund, the Sponsor, or the Distributor by written notice to the Company, if any of the Fund, the Sponsor, or the Distributor shall determine, in its sole judgment exercised in good faith, that the Company and/or its affiliated companies has suffered a material adverse change in its business, operations, or financial condition since the date of this Agreement or is the subject of material adverse publicity; or

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    (g)      termination by the Company by written notice to the Fund and the Sponsor, if the Company shall determine, in its sole judgment exercised in good faith, that either the Fund, the Sponsor, or the Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity; or

    (h)      termination by the Company in the event that formal administrative proceedings are instituted against the Fund, the Sponsor or the Distributor by the SEC, the NASD, the insurance commissioner or like official of any states or any other regulatory body of appropriate jurisdiction regarding the Fund’s, the Sponsor’s or the Distributor’s duties under this Agreement or related to the sale of the Variable Insurance products, the operation of the Accounts, or the purchase of Fund shares if, in each case, 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 Sponsor or the Distributor to perform their obligations under this Agreement; or

    (i)      at the option of any non-defaulting party hereto in the event of a material breach of this Agreement by any other party hereto (the “defaulting party”) other than as described earlier in this Section 10.1, 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 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’ advance written notice of termination to the defaulting party.

10.2      Notwithstanding any termination of this Agreement, the Fund and the Sponsor shall, at the option of the Company, continue to make available shares of the Fund pursuant to the terms and conditions of this Agreement, for all Variable Insurance Products in effect on the effective date of termination of this Agreement (hereinafter referred to as “Existing Contracts”). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts.

10.3      The Company shall not redeem Fund shares attributable to the Variable Insurance Products (as opposed to Fund shares attributable to the Company’s assets held in the Accounts) except (a) as necessary to implement Variable Insurance Product owner initiated or approved transactions, or (b) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a “Legally Required Redemption”). Upon request, the Company will promptly furnish to the Fund and the Sponsor the opinion of counsel for the Company (which counsel shall be

22

reasonably satisfactory to the Fund and the Sponsor) to the effect that any redemption pursuant to clause (b) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Variable Insurance Products, the Company shall not prevent owners of Variable Insurance Products from allocating payments to a Portfolio that was otherwise available under the Variable Insurance Products without first giving the Fund or the Sponsor 90 days’ notice of its intention to do so.

10.4      Notwithstanding any termination of this Agreement, each party’s indemnification obligations under Article VIII shall survive and not be affected by such termination. In addition, with respect to Existing Contracts, all applicable provisions of this Agreement shall also survive and not be affected by any termination of this Agreement.

ARTICLE X. Notices

Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier or facsimile to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Fund:	Vanguard Variable Insurance Funds P.O. Box 2600 Valley Forge, PA 19482 Attn: Heidi Stam
If to the Sponsor:	The Vanguard Group, Inc. P.O. Box 2600 Valley Forge, PA 19482 Attn: R. Gregory Barton
If to the Distributor:	Vanguard Marketing Corporation P.O. Box 2600 Valley Forge, PA 19482 Attn: R. Gregory Barton
If to the Company:	Great-West Life & Annuity Insurance Company 8515 East Orchard Road Greenwood Village, CO 80111 Attn: Ron Laeyendecker, Vice President, Life Insurance Markets cc: Beverly Byrne, Vice President and Counsel

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ARTICLE XII. Miscellaneous

12.1    The Company is hereby expressly put on notice of the limitation of liability as set forth in the Declarations of Trust of the Fund and agrees that the obligations assumed by the Fund, the Distributor and the Sponsor pursuant to this Agreement shall be limited in any case to the Fund, the Distributor and the Sponsor and their respective assets, and the Company shall not seek satisfaction of any such obligation from the respective shareholders, trustees or directors of the Fund, the Distributor, or the Sponsor. The Fund, the Distributor, and the Sponsor 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 none of the Fund, the Distributor or the Sponsor shall seek satisfaction of any such obligation from the shareholders or directors of the Company.

12.2    The parties hereto acknowledge and agree that any nonpublic personal information (as defined by the applicable law or regulation promulgated under Title V of the Gramm-Leach-Bliley Act of 1999 (the “Act”)) of Variable Insurance Product 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. In addition, subject to the requirements of the legal process and regulatory authority, each party hereto shall treat as confidential all other information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not (unless it has obtained the express written consent of the affected party) disclose, disseminate or utilize such other confidential information until such time as it may come into the public domain.

12.3    If, and only if, the Fund, the Distributor, or the Sponsor (each, for purposes of this Section 12.3, a “Competitor”) is introduced to current or prospective customers of the Company or any affiliate of the Company (hereinafter a “Customer”) through the Competitor’s course of dealings under this Agreement, and, strictly as a result of such introduction by the Company, obtains confidential information about any such Customer (hereinafter a “Known Customer”) pursuant to this Agreement, the Competitor agrees that it will not:

(a)      utilize any confidential information obtained pursuant to this Agreement regarding the Known Customer and/or its employees’ participation in any nonqualified deferred compensation plan funded by corporate-owned life insurance, except to the extent necessary to perform its obligations under this Agreement or as required by law; or

(b)      contact the Known Customer for purposes of soliciting the sale of mutual funds on a stand-alone basis or a competing corporate-owned life insurance product, in either case in order to attempt to replace the Company’s product with such Known Customer, without prior notification to the Company.

24

12.4    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.

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

12.6    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.

12.7    Each party hereto shall cooperate with each 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.

12.8    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.

12.9    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.

12.10  The Company shall furnish, or cause to be furnished, to the Fund or its designee copies of the following reports:

  (a)    the Company’s Annual Financial Statement on Statutory Basis as soon as practical and in any event within 90 days after the end of each fiscal year; and

  (b)    any PPM or other materials distributed in connection with the sale of the Variable Insurance Products to the extent such PPM or other materials reference the Fund.

12.11  This Agreement, including any Schedule hereto, may be amended or modified only by written instrument, executed by duly authorized officers of the parties.

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 of the date specified above.

VANGUARD VARIABLE INSURANCE FUND
By:	/s/ Joseph F. Dietrick

Name: Joseph F. Dietrick

Title: Assistant Secretary

THE VANGUARD GROUP, INC.

By: /s/ Martha G. Papariello

Name: Martha G. Papariello

Title:                 Principal                           

VANGUARD MARKETING CORPORATION

By: /s/ Joseph F. Dietrick

Name: Joseph F. Dietrick

Title: Assistant Secretary

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

By: /s/ Ron Laeyendecker

Name: Ron Laeyendecker

Title: Vice President

26

SCHEDULE A

SEPARATE ACCOUNTS

Name of Separate Account

COLI VUL - 7 Series Account

27

SCHEDULE B

PORTFOLIOS

The following Portfolios of the Vanguard Variable Insurance Funds shall be made available as investments underlying the Variable Insurance Products:

Money Market Portfolio

High-Grade Bond Portfolio

High-Yield Bond Portfolio

Short-Term Corporate Portfolio

Balanced Portfolio

Diversified Value Portfolio

Equity Income Portfolio

Equity Index Portfolio

Growth Portfolio

Mid-Cap Index Portfolio

REIT Index Portfolio

Small Company Growth Portfolio

International Portfolio;

As well as any other Portfolios of the Fund that are open and available to new investors on or after the effective date of this Agreement.

28

AMENDMENT TO PARTICIPATION AGREEMENT

THIS AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”), dated      day of April, 2021 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, “Great-West”), VANGUARD VARIABLE INSURANCE FUND (the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING GROUP, INC. (the “Distributor”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, Great-West, the Fund, the Sponsor, the Distributor are parties to a Participation Agreement dated August 31, 2001, as amended (the “Agreement”), pursuant to which the Sponsor has agreed to make shares of certain Portfolios of the Fund available for purchase and redemption by certain Accounts;

WHEREAS, the parties to this Amendment desire to amend the Agreement in certain respects as further described below;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties to this Amendment, intending to be legally bound, hereby agree as follows:

1. The Agreement is hereby amended by deleting Schedule A to the Agreement in its entirety and replacing it with the Schedule A attached to this Amendment.

2. Except as specifically modified herein, the Agreement remains in full force and effect.

3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Amendment shall become binding when any two or more counterparts hereof, individually or take together, bear the signatures of all parties hereto. For purposes hereof, a facsimile copy of any of the foregoing, including the signature pages hereto, shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their behalf by their duly authorized representatives as of the day and year first written above.

VANGUARD VARIABLE INSURANCE FUND By:______________________________ Name: Title:	THE VANGUARD GROUP, INC. By:______________________________ Name: Title:
VANGUARD MARKETING CORPORATION By:______________________________ Name: Title:
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By:______________________________ Name: Title:	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK By:______________________________ Name: Title:

Schedule A

Separate Accounts

(Updated as of April     , 2021)

Name of Separate Account

COLI VUL-1 Series Account of GWL&A

COLI VUL-2 Series Account of GWL&A

COLI VUL-2 Series Account of GWL&A-NY

COLI VUL-7 Series Account of GWL&A

COLI VUL-14 Series Account of GWL&A

COLI VUL-1 Series Account of GWL&A-NY

EX-99.(N)(1)

  Exhibit 26(n)(1) 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 Florham Park Hartford Los Angeles Miami New York Orlando Tallahassee Tampa Washington, DC West Palm Beach

May 10, 2021

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

Re: COLI VUL-2 Series Account

Post-Effective Amendment No. 40 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.

EX-99.(N)(2)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment to Registration Statement No. 333-70963 on Form N-6 of our report dated May 10, 2021, relating to the financial statements and financial highlights of the COLI VUL-2 Series Account of Great-West Life & Annuity Insurance Company, appearing in the Statement of Additional Information, which is part of such Registration Statement, and to the references to us 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

May 10, 2021

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Post-Effective Amendment to Registration Statement No. 333-70963 on Form N-6 of our report dated April 1, 2021, relating to the statutory-basis financial statements of Great-West Life & Annuity Insurance Company, appearing in the Statement of Additional Information, which is part of such registration statement. We also consent to the references to us under the heading “Independent Auditors” in the Prospectus and in the Statement of Additional Information, which are part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

May 10, 2021

EX-99.(R)

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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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 A. 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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/s/ Robin A. Bienfait

Robin A. 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, Jeff Carney, 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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/s/ Jeff Carney

Jeff Carney

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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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, 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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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, Robert L. Reynolds, 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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/s/ Robert L. Reynolds

Robert L. Reynolds

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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/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
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 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 Contract	333-237640
Great-West Secure-Foundation Group Fixed Deferred Annuity Certificate	333-230622
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 29^th day of January, 2021.

/s/ Brian E. Walsh

Brian E. Walsh

Member, Board of Directors

Great-West Life & Annuity Insurance Company