-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OMbf3N38vdb0Moe81Em3alfQ5xxlrg3DQmCXdyfC34AzZJwdRTvfbEX5N2VPFOIL YiI4D2dYc5xqZ45inOzBTg== 0000895360-09-000023.txt : 20091002 0000895360-09-000023.hdr.sgml : 20091002 20091001182020 ACCESSION NUMBER: 0000895360-09-000023 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091002 DATE AS OF CHANGE: 20091001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trillium VARIABLE ANNUITY ACCOUNT CENTRAL INDEX KEY: 0000895360 IRS NUMBER: 382816473 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-162250 FILM NUMBER: 091099827 BUSINESS ADDRESS: STREET 1: 8515 EAST ORCHARD ROAD STREET 2: 2T3 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-737-3817 MAIL ADDRESS: STREET 1: 8515 EAST ORCHARD ROAD STREET 2: 2T3 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: CANADA LIFE of AMERICA VARIABLE ANNUITY ACCOUNT 2 DATE OF NAME CHANGE: 20060110 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY-3 SERIES ACCOUNT DATE OF NAME CHANGE: 20060109 FORMER COMPANY: FORMER CONFORMED NAME: CANADA LIFE OF AMERICA VARIABLE ANNUITY ACCOUNT 2 DATE OF NAME CHANGE: 19930328 RW 1 rw.htm rw.htm

Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, Colorado 80111
October 1, 2009

VIA EDGAR

Securities and Exchange Commission
Division of Investment Management
100 F Street NE
Washington, DC 20549

RE:
Trillium Variable Annuity Contract
 
Trillium Variable Annuity Account, Amendment No. 21
 
Great-West Life & Annuity Insurance Company
 
Registration Statement on Form N-4 (File Nos. 333-162250 and 811-07350)
 
Request for Withdrawal of Registration Statement
 
Ladies and Gentlemen:

Pursuant to Rule 477(a) under the Securities Act of 1933, as amended, Great-West Life & Annuity Insurance Company (“GWLA”) and Trillium Variable Annuity Account (“Registrant”) hereby respectfully request the withdrawal of the above-referenced registration statement including all amendments and exhibits thereto (“Registration Statement”) for the Trillium Variable Annuity Contract (“Contract”), originally filed with the Securities and Exchange Commission on October 1, 2009 (Accession No. 0000895360-09-000016 ) in connection with the merger of Canada Life Insurance Company of America and GWLA.

Due to a clerical error, Registrant was not successful in obtaining a new series identification number for the new series.  Registrant seeks withdrawal of the Registration Statement so that it may immediately refile the Registration Statement to obtain a new series identification number.  The Registration Statement was not declared effective.  Accordingly, no securities were sold in connection with the offering for which the Registration Statement was filed.  GWLA and Registrant believe the withdrawal of the Registration Statement to be consistent with the public interest and the protection of investors.

We appreciate your assistance.  If you have any questions regarding this matter, please contact the undersigned at (303) 737-1130 or Ann Furman at Jorden Burt LLP at (202) 965-8130.

Sincerely,

Great-West Life & Annuity Insurance Company
Trillium Variable Annuity Account

/s/ W. Michael Cirelli

W. Michael Cirelli
Counsel

cc:           Patrick F. Scott, Esq.
Office of Insurance Products


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