As filed with the Securities and Exchange Commission on November 27, 2000
Registration No. 333-70963
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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COLI VUL-2 SERIES ACCOUNT
(Exact Name of Trust)
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Name of Depositor)
8515 East Orchard Road
Englewood, Colorado 80111
(Complete Address of Depositor's Principal Executive Offices)
William T. McCallum
President and Chief Executive Officer
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
8515 East Orchard Road
Englewood, Colorado 80111
(Name and Complete Address of Agent for Service)
Copies to:
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James F. Jorden, Esq. Beverly A. Byrne, Esq.
Jorden Burt Boros Cicchetti Counsel
Berenson & Johnson LLP Great-West Life & Annuity Insurance Company
1025 Thomas Jefferson Street, N.W. 8515 East Orchard Road
Washignton, D.C. 20007-5201 Englewood, Colorado 80111
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It is proposed that this filing will become effective (check
appropriate box):
[ X ] immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ] on May 1, 2000 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.
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If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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Title of securities being offered - variable portion of individual flexible
premium variable universal life insurance policies.
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Approximate date of proposed public offering: continuous.
[ ] Check this box if it is proposed that this filing will become effective on
(date) at (time) pursuant to Rule 487.
Key Business 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
Supplement dated November , 2000 to the
Prospectus for the Key Business VUL
dated May 1, 2000
On Page ii of the prospectus, add the following as the 35th, 36th and 37th
Divisions (investment options):
Fidelity Variable Insurance Products (VIP) Funds II
Fidelity VIP Investment Grade Bond Portfolio
Fidelity VIP Growth Opportunities Portfolio
Fidelity VIP Growth Portfolio
All references in the Prospectus to "34 Divisions" or "34 investment divisions"
should read "37 Divisions" or "34 investment options," as appropriate.
On Page 4 of the prospectus, within the Table of Fees and Expenses of the Funds,
add the following:
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Management Other Gross Total Less Fee Net Total
Fees Expenses Annual Waivers & Annual
Fund Operating Expense Operating
Expenses Reimbursement Expenses
-------------------------------------------------------- ------------- ---------- -------------- --------------- --------------
Fidelity Variable Insurance Products (VIP) Funds II
o Fidelity VIP Investment Grade Bond Portfolio 0.43% 0.39% 0.82% N/A 0.82%14
-------------------------------------------------------- ------------- ---------- -------------- --------------- --------------
o Fidelity VIP Growth Opportunities Portfolio 0.58% 0.38% 0.96% N/A 0.96%14
-------------------------------------------------------- ------------- ---------- -------------- --------------- --------------
o Fidelity VIP Growth Portfolio 0.58% 0.35% 0.93% N/A 0.93%14
-------------------------------------------------------- ------------- ---------- -------------- --------------- --------------
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14 Fidelity VIP Funds II - Fidelity VIP Investment Grade Bond Portfolio: The
adviser voluntarily reimburses total operating expenses (excluding interest,
taxes, certain securities lending costs, brokerage commissions, and
extraordinary expenses) as a percentage of its average net assets, exceed 1.05%.
This arrangement can be discontinued by the adviser at any time. Fidelity VIP
Growth Opportunities Portfolio and Fidelity VIP Growth Portfolio: The adviser
voluntarily reimburses total operating expenses (excluding interest, taxes,
certain securities lending costs, brokerage commissions, and extraordinary
expenses) as a percentage of its average net assets, exceed 1.75%. This
arrangement can be discontinued by the adviser at any time.
On Page 10 of the prospectus, add the following:
Fidelity Variable Insurance Products Funds II (advised by Fidelity Management &
Research Company)
Fidelity VIP Investment Grade Bond Portfolio seeks to provide as high a
level of current income as is consistent with the preservation of capital. The
Portfolio normally invests in U.S. dollar-denominated investment-grade bonds
(those of medium and high quality).
Fidelity VIP Growth Opportunities Portfolio seeks to provide capital
growth. The Portfolio normally invests in common stocks of domestic and foreign
companies, but may invest in other types of securities, including bonds, which
may be lower-quality debt securities.
Fidelity VIP Growth Portfolio seeks to achieve capital appreciation.
The Portfolio normally invests primarily in common stocks of domestic and
foreign companies which are believed to have above-average growth potential.
On Page 33 of the prospectus, under the heading "Distribution of the Policy,"
please delete the first paragraph in its entirety and replace with the
following:
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 Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. and who have
entered into selling agreements with our general distributor, BenefitsCorp
Equities, Inc. ("BCE"). BCE, whose principal business address is 8515 East
Orchard Road, Englewood, Colorado 80111, is an indirect, wholly-owned subsidiary
of Great-West and is registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as broker-dealer and is a member of
the National Association of Securities Dealers, Inc. BCE 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 70% of premium up to the first year target
premium and 7% of the portion of the first year premium above the target. 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.
Replace Pages C-1, C-2 and C-3 of the prospectus with the revised Appendix C
that follows:
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Appendix C -- Sample Hypothetical Illustrations
Illustrations of Death Benefits, Surrender Values And Accumulated Premiums
The illustrations in this prospectus have been prepared to help show how values
under the Policy change with investment performance. The illustrations on the
following pages illustrate the way in which a Policy Year's death benefit,
Account Value and Cash Surrender Value could vary over an extended period of
time. They assume that all premiums are allocated to and remain in the Series
Account for the entire period shown and are based on hypothetical gross annual
investment returns for the Funds (i.e., investment income and capital gains and
losses, realized or unrealized) equivalent to constant gross annual rates of 0%,
6%, and 12% over the periods indicated.
The Account Values and death benefits would be different from those shown if the
gross annual investment rates of return averaged 0%, 6%, and 12% over a period
of years, but fluctuated above or below such averages for individual Policy
Years. The values would also be different depending on the allocation of a
Policy's total Account Value among the Divisions of the Series Account, if the
actual rates of return averaged 0%, 6% or 12%, but the rates of each Fund varied
above and below such averages.
The amounts shown for the death benefits and Account Values take into account
all charges and deductions imposed under the Policy based on the assumptions set
forth in the tables below. These include the Expense Charges Applied to Premium,
the Daily Risk Percentage charged against the Series Account for mortality and
expense risks, the Monthly Service Charge and the Monthly Cost of Insurance. The
Expense Charges Applied to Premium is equal to a guaranteed maximum of 6.5% for
sales load and a guaranteed maximum of 3.5% to cover our federal tax obligations
and the applicable local and state premium tax. The current level of these
charges is 5.5% (for Policy Years 1 through 10 only) and 3.5%, respectively.
The Daily Risk Percentage charged against the Series Account for mortality and
expense risks is an annual effective rate of 0.40% for the first five Policy
Years, 0.25% for Policy Years 6 through 20, and 0.10% thereafter and is
guaranteed not to exceed an annual effective rate of 0.90%. The Monthly Service
Charge is $10.00 per month for first three Policy Years and $7.50 per Policy
Month for all Policy Years thereafter. This Charge is guaranteed not to exceed
$15 per Policy Month.
The amounts shown in the tables also take into account the Funds' advisory fees
and operating expenses, which are assumed to be at an annual rate of 0.84% of
the average daily net assets of each Fund. This is based upon a simple average
of the advisory fees and expenses of all the Funds for the most recent fiscal
year taking into account any applicable expense caps or expense reimbursement
arrangements. Actual fees and expenses that you will incur may be more or less
than 0.84%, and will vary from year to year. See "Charges and Deductions -- Fund
Expenses" in this prospectus and the prospectuses for the Funds for more
information on Fund expenses. The gross annual rates of investment return of 0%,
6% and 12% correspond to net annual rates of -1.22%, 4.76%, and 10.74%,
respectively, during the first five Policy Years, -1.07%, 4.92%, and 10.90%,
respectively, for Policy Years 6 through 20, and -0.92%, 5.07% and 11.07%,
respectively, thereafter.
The hypothetical returns shown in the tables do not reflect any charges for
income taxes against the Series Account since no charges are currently made. If,
in the future, such charges are made, in order to produce the illustrated death
benefits, Account Values and Cash Surrender Values, the gross annual investment
rate of return would have to exceed 0%, 6%, or 12% by a sufficient amount to
cover the tax charges.
The second column of each table shows the amount which would accumulate if an
amount equal to each premium were invested and earned interest, after taxes, at
5% per year, compounded annually.
We will furnish upon request a comparable table using any specific set of
circumstances. In addition to a table assuming Policy charges at their maximum,
we will furnish a table assuming current Policy charges.
C-1
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TABLE 1
Great-West Life & Annuity Insurance Company
COLI VUL-2 Series Account
Male, Age 45
$1,000,000 Total Face Amount
Annual Premium $12,524.03
Death Benefit Option 1
Current Policy Charges
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Hypothetical 0% Gross Investment Hypothetical 6% Gross Hypothetical 12% Gross
Return Net -1.22% Investment Return Net 4.76% Investment Return Net 10.74%
Premiums
Paid Plus
Policy interest At Contract Surrender Death Contract Surrender Death Contract Surrender Death
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Year 5% Per Year Value Value Benefit Value Value Benefit Value Value Benefit
---- ----------- ----- ----- ------- ----- ----- ------- ----- ----- -------
1 13,150 9,609 10,185 1,000,000 10,237 10,851 1,000,000 10,866 11,518 1,000,000
2 26,958 18,298 19,213 1,000,000 20,135 21,141 1,000,000 22,049 23,152 1,000,000
3 41,456 26,322 27,375 1,000,000 29,931 31,129 1,000,000 33,849 35,203 1,000,000
4 56,679 33,383 34,385 1,000,000 39,312 40,491 1,000,000 46,018 47,398 1,000,000
5 72,663 39,473 40,263 1,000,000 48,241 49,206 1,000,000 58,589 59,761 1,000,000
6 89,447 45,249 45,702 1,000,000 57,383 57,957 1,000,000 72,336 73,059 1,000,000
7 107,069 50,542 50,542 1,000,000 66,564 66,564 1,000,000 87,195 87,195 1,000,000
8 125,573 55,246 55,246 1,000,000 75,683 75,683 1,000,000 103,196 103,196 1,000,000
9 145,002 59,370 59,370 1,000,000 84,746 84,746 1,000,000 120,491 120,491 1,000,000
10 165,402 62,921 62,921 1,000,000 93,763 93,763 1,000,000 139,254 139,254 1,000,000
11 186,823 68,365 68,365 1,000,000 105,233 105,233 1,000,000 162,164 162,164 1,000,000
12 209,314 73,674 73,674 1,000,000 117,232 117,232 1,000,000 187,623 187,623 1,000,000
13 232,930 78,848 78,848 1,000,000 129,791 129,791 1,000,000 215,931 215,931 1,000,000
14 257,727 83,456 83,456 1,000,000 142,523 142,523 1,000,000 247,040 247,040 1,000,000
15 283,763 87,505 87,505 1,000,000 155,453 155,453 1,000,000 281,316 281,316 1,000,000
16 311,101 90,893 90,893 1,000,000 168,507 168,507 1,000,000 319,086 319,086 1,000,000
17 339,807 93,520 93,520 1,000,000 181,609 181,609 1,000,000 360,737 360,737 1,000,000
18 369,947 95,283 95,283 1,000,000 194,687 194,687 1,000,000 406,728 406,728 1,000,000
19 401,595 96,081 96,081 1,000,000 207,666 207,666 1,000,000 457,602 457,602 1,000,000
20 434,825 95,592 95,592 1,000,000 220,281 220,281 1,000,000 513,876 513,876 1,000,000
Age 60 283,763 87,505 87,505 1,000,000 155,453 155,453 1,000,000 281,316 281,316 1,000,000
Age 65 434,825 95,592 93,200 1,000,000 220,281 220,281 1,000,000 513,876 513,876 1,000,000
Age 70 627,622 9,991 9,991 1,000,000 204,607 204,607 1,000,000 819,890 819,890 1,270,198
Age 75 873,686 0 0 0 124,554 124,554 1,000,000 1,295,303 1,295,303 1,820,522
Notes:
(1) "0" values in the "Contract Value," "Surrender Value" and "Death Benefit" columns indicate Policy lapse.
(2) Assumes a $12,524.03 premium is paid at the beginning of each Policy Year. Values will be different if premiums are
are paid with a different frequency or in different amounts.
(3) Assumes that no policy loans have been made. Excessive loans or partial
withdrawals may cause your Policy to lapse due to insufficient Account
Value.
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The hypothetical investment rates of return are illustrative only, and should
not be deemed a representation of past or future investment rates of return.
Actual investment results may be more or less than those shown, and will depend
on a number of factors, including the investment allocations by a policy owner,
and the different investment rates of return for the Funds. The Cash Surrender
Value and death benefit for a Policy would be different from those shown if the
actual rates of investment return averaged 0%, 6%, and 12% over a period of
years, but fluctuated above and below those averages for individual Policy
Years. They would also be different if any policy loans or partial withdrawals
were made. No representations can be made that these hypothetical investment
rates of return can be achieved for any one year or sustained over any period of
time.
C-2
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TABLE 2
Great-West Life & Annuity Insurance Company
COLI VUL-2 Series Account
Male, Age 45
$1,000,000 Total Face Amount
Annual Premium $12,524.03
Death Benefit Option 1
Guaranteed Policy Charges
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Hypothetical 0% Gross Investment Hypothetical 6% Gross Hypothetical 12% Gross Investment
Return Net -1.71% Investment Return Net 4.24% Return Net 10.18%
Premiums Paid
Plus interest
Policy At 5% Per Year Contract Surrender Death Contract Surrender Death Contract Surrender
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Year Value Value Benefit Value Value Benefit Value Value Death Benefit
---- ----- ----- ------- ----- ----- ------- ----- ----- -----------
1 13,150 6,555 7,131 1,000,000 7,080 7,694 1,000,000 7,607 8,259 1,000,000
2 26,958 12,557 13,472 1,000,000 14,008 15,015 1,000,000 15,528 16,631 1,000,000
3 41,456 18,136 19,189 1,000,000 20,906 22,103 1,000,000 23,928 25,282 1,000,000
4 56,679 23,301 24,302 1,000,000 27,775 28,955 1,000,000 32,864 34,245 1,000,000
5 72,663 27,945 28,734 1,000,000 34,503 35,468 1,000,000 42,281 43,453 1,000,000
6 89,447 32,078 32,531 1,000,000 41,088 41,662 1,000,000 52,239 52,963 1,000,000
7 107,069 35,597 35,597 1,000,000 47,414 47,414 1,000,000 62,690 62,690 1,000,000
8 125,573 38,397 38,397 1,000,000 53,359 53,359 1,000,000 73,583 73,583 1,000,000
9 145,002 40,490 40,490 1,000,000 58,914 58,914 1,000,000 84,985 84,985 1,000,000
10 165,402 41,771 41,771 1,000,000 63,951 63,951 1,000,000 96,853 96,853 1,000,000
11 186,823 42,136 42,136 1,000,000 68,340 68,340 1,000,000 109,150 109,150 1,000,000
12 209,314 41,592 41,592 1,000,000 72,053 72,053 1,000,000 121,948 121,948 1,000,000
13 232,930 40,029 40,029 1,000,000 74,949 74,949 1,000,000 135,221 135,221 1,000,000
14 257,727 37,451 37,451 1,000,000 76,988 76,988 1,000,000 149,054 149,054 1,000,000
15 283,763 33,740 33,740 1,000,000 78,015 78,015 1,000,000 163,439 163,439 1,000,000
16 311,101 28,776 28,776 1,000,000 77,861 77,861 1,000,000 178,371 178,371 1,000,000
17 339,807 22,433 22,433 1,000,000 76,343 76,343 1,000,000 193,855 193,855 1,000,000
18 369,947 14,575 14,575 1,000,000 73,260 73,260 1,000,000 209,906 209,906 1,000,000
19 401,595 4,823 4,823 1,000,000 68,164 68,164 1,000,000 226,350 226,350 1,000,000
20 434,825 0 0 0 60,790 60,790 1,000,000 243,205 243,205 1,000,000
Age 60 283,763 33,740 33,740 1,000,000 78,015 78,015 1,000,000 163,439 163,439 1,000,000
Age 65 434,825 0 0 0 60,790 60,790 1,000,000 243,205 243,205 1,000,000
Age 70 627,622 0 0 0 0 0 0 248,536 248,536 1,000,000
Age 75 873,686 0 0 0 0 0 0 164,772 164,772 1,000,000
Notes:
(1) "0" values in the "Contract Value," "Surrender Value" and "Death Benefit" columns indicate Policy lapse.
(2) Assumes a $12,524.03 premium is paid at the beginning of each Policy Year. Values will be different if premiums are
are paid with a different frequency or in different amounts.
(3) Assumes that no policy loans have been made. Excessive loans or partial
withdrawals may cause your Policy to lapse due to insufficient Account
Value.
</TABLE>
The hypothetical investment rates of return are illustrative only, and should
not be deemed a representation of past or future investment rates of return.
Actual investment results may be more or less than those shown, and will depend
on a number of factors, including the investment allocations by a policy owner,
and the different investment rates of return for the Funds. The Cash Surrender
Value and death benefit for a Policy would be different from those shown if the
actual rates of investment return averaged 0%, 6%, and 12% over a period of
years, but fluctuated above and below those averages for individual Policy
Years. They would also be different if any policy loans or partial withdrawals
were made. No representations can be made that these hypothetical investment
rates of return can be achieved for any one year or sustained over any period of
time.
C-3
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SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant certifies that it meets the requirements of effectiveness
of this Amendments to Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf in the City of Englewood, State of Colorado, on the 27th
day of November, 2000.
COLI VUL-2 SERIES ACCOUNT
(Registrant)
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BY: GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Depositor)
BY: /s/ W.T. McCallum
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W.T. McCallum
President and Chief Executive Officer
As required by the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated:
/s/ R. Gratton
R. Gratton* Chairman of the Board November 27, 2000
/s/ W.T. McCallum
W.T. McCallum President, Chief Executive November 27, 2000
Officer and Director
/s/ M.T.G. Graye
M.T.G. Graye Chief Financial Officer November 27, 2000
/s/ J. Balog
J. Balog* Director November 27, 2000
/s/ J.W. Burns
J.W. Burns* Director November 27, 2000
/s/ O.T. Dackow
O.T. Dackow* Director November 27, 2000
/s/ A. Desmarais
A. Desmarais* Director November 27, 2000
/s/ P/ Desmarais
P. Desmarais* Director November 27, 2000
/s/ R.G. Graham
R.G. Graham* Director November 27, 2000
/s/ K.P. Kavanaugh
K.P. Kavanaugh* Director November 27, 2000
/s/ W. Mackness
W. Mackness* Director November 27, 2000
/s/ J.E.A. Nickerson
J.E.A. Nickerson* Director November 27, 2000
/s/ P.M. Pitfield
P.M. Pitfield* Director November 27, 2000
/s/ M. Plessis-Belair
M. Plessis-Belair* Director November 27, 2000
/s/ B.E. Walsh
B.E. Walsh* Director November 27, 2000
*By: /s/ D.C. Lennox
D.C. Lennox, Attorney-in-Fact pursuant to Powers of Attorney filed under Registrant's Pre-Effective
Amendment No. 1 to Form S-6, filed with the Securities and Exchange Commission on June 23, 1999.
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