As filed with the Securities and Exchange Commission on September 19, 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. 2 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)
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Copies to:
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
Washington, 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.
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Explanatory Note
This amendment to the registration statement on Form S-6 (the "Registration
Statement") is being filed pursuant to Rule 485(b) under the Securities Act of
1933, as amended. This amendment is being filed for the sole purpose of filing a
supplement to the May 1, 2000 prospectus. This amendment does not delete, amend,
or supersede any information contained in the Registration Statement.
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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 September 20, 2000 to the
Prospectus for the Key Business VUL
dated May 1, 2000
On Page ii of the prospectus, add the following as the 34th Division (investment
option):
Brazos Insurance Funds - BRAZOS Small Cap Growth Portfolio
All references in the Prospectus to "33 Divisions" or "33 investment divisions"
should read "34 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
---------------------------------------------------- --------------- ------------ -------------- --------------- --------------
Brazos Insurance Funds
o BRAZOS Small Cap Growth Portfolio 1.25% 0.80% 2.05% 0.60% 1.45%13
---------------------------------------------------- --------------- ------------ -------------- --------------- --------------
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13 Brazos Insurance Funds - BRAZOS Small Cap Growth Portfolio The adviser
voluntarily reimburses fund expenses and waives advisory fees to the extent the
total operating expenses exceed 1.45%. This cap on expenses is expected to
continue until further notice. The fund may at a later date reimburse to the
adviser the advisory fees waived or limited and other expenses, including
organizational expenses, assumed and paid by the adviser. Other Expenses is an
estimated amount based on expenses expected to be incurred in the current fiscal
period.
On Page 9 of the prospectus, add the following:
Brazos Insurance Funds (advised by John McStay Investment Counsel)
BRAZOS Small Cap Growth Portfolio seeks to provide maximum capital
appreciation, consistent with reasonable risk to principal, by investing
primarily in securities of companies with market capitalization of $1.8 billion
or less, or a capitalization similar to that of companies represented in the
Russell 2000 Index at the time of the Portfolio's investment. The Portfolio
generally seeks investment in securities of companies with above average growth
rates, average annual revenues below $1 billion, above average return on equity
and low debt levels.
On page 30 of the prospectus, add the following:
Corporate Tax Shelter Customer List Requirements. The IRS has issued temporary
regulations implementing the corporate tax shelter customer list requirements of
Code Section 6112. Prior to the delivery of the Policy, the Company will make a
determination, based on all the facts and circumstances known to us, that the
proposed transaction with the Policyowner will be exempt from the customer list
requirements. You are responsible, in consultation with a qualified tax
consultant, to determine whether the tax return disclosure requirements of Code
Section 6011 and Temporary Regulations Section 1.6011 are applicable to you.
On Page 35 of the prospectus, delete the name of N. Berne Hart as a Director of
Great-West.
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.
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C-2
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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
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
Year 5% Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1 13,150 9,609 10,110 1,000,000 10,237 10,738 1,000,000 10,866 11,367 1,000,000
2 26,958 16,898 17,274 1,000,000 18,691 19,067 1,000,000 20,563 20,939 1,000,000
3 41,456 24,125 24,375 1,000,000 27,580 27,831 1,000,000 31,340 31,591 1,000,000
4 56,679 30,859 30,985 1,000,000 36,484 36,610 1,000,000 42,865 42,991 1,000,000
5 72,663 36,968 36,968 1,000,000 45,265 45,265 1,000,000 55,082 55,082 1,000,000
6 89,447 42,758 42,758 1,000,000 54,245 54,245 1,000,000 68,426 68,426 1,000,000
7 107,069 48,063 48,063 1,000,000 63,253 63,253 1,000,000 82,835 82,835 1,000,000
8 125,573 52,779 52,779 1,000,000 72,188 72,188 1,000,000 98,331 98,331 1,000,000
9 145,002 56,913 56,913 1,000,000 81,055 81,055 1,000,000 115,059 115,059 1,000,000
10 165,402 60,473 60,473 1,000,000 89,861 89,861 1,000,000 133,185 133,185 1,000,000
11 186,823 65,928 65,928 1,000,000 101,115 101,115 1,000,000 155,393 155,393 1,000,000
12 209,314 71,248 71,248 1,000,000 112,884 112,884 1,000,000 180,066 180,066 1,000,000
13 232,930 76,433 76,433 1,000,000 125,200 125,200 1,000,000 207,498 207,498 1,000,000
14 257,727 81,050 81,050 1,000,000 137,673 137,673 1,000,000 237,623 237,623 1,000,000
15 283,763 85,107 85,107 1,000,000 150,327 150,327 1,000,000 270,793 270,793 1,000,000
16 311,101 88,501 88,501 1,000,000 163,084 163,084 1,000,000 307,319 307,319 1,000,000
17 339,807 91,132 91,132 1,000,000 175,868 175,868 1,000,000 347,569 347,569 1,000,000
18 369,947 92,897 92,897 1,000,000 188,602 188,602 1,000,000 391,977 391,977 1,000,000
19 401,595 93,694 93,694 1,000,000 201,211 201,211 1,000,000 441,061 441,061 1,000,000
20 434,825 93,200 93,200 1,000,000 213,424 213,424 1,000,000 495,299 495,299 1,000,000
Age 60 283,763 85,107 85,107 1,000,000 150,327 150,327 1,000,000 270,793 270,793 1,000,000
Age 65 434,825 93,200 93,200 1,000,000 213,424 213,424 1,000,000 495,299 495,299 1,000,000
Age 70 627,622 69,660 69,660 1,000,000 269,485 269,485 1,000,000 870,810 870,810 1,353,875
Age 75 873,686 0 0 0 398,119 398,119 1,000,000 1,455,914 1,455,914 2,054,938
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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.
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.
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C-3
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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
Hypothetical 0% Gross Hypothetical 6% Gross Investment Hypothetical 12% Gross
Investment Return Net -1.71% Return Net 4.24% Investment Return Net 10.18%
Premiums
Paid Plus
Policy interest At Contract Surrender Death Contract Surrender Death Contract Surrender Death
Year 5% Per Year Value Value Benefit Value Value Benefit Value Value Benefit
1 13,150 6,555 7,056 1,000,000 7,080 7,581 1,000,000 7,607 8,108 1,000,000
2 26,958 12,557 12,933 1,000,000 14,008 14,384 1,000,000 15,528 15,904 1,000,000
3 41,456 18,136 18,386 1,000,000 20,906 21,156 1,000,000 23,928 24,178 1,000,000
4 56,679 23,301 23,426 1,000,000 27,775 27,901 1,000,000 32,864 32,990 1,000,000
5 72,663 27,945 27,945 1,000,000 34,503 34,503 1,000,000 42,281 42,281 1,000,000
6 89,447 32,078 32,078 1,000,000 41,088 41,088 1,000,000 52,239 52,239 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 0 332,871 332,871 1,000,000
Age 75 873,686 0 0 0 0 0 0 428,454 428,454 1,000,000
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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.
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.
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 19th
day of September, 2000.
COLI VUL-2 SERIES ACCOUNT
(Registrant)
BY: GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Depositor)
BY: /s/ W.T. McCallum
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:
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/s/ R. Gratton
R. Gratton* Chairman of the Board September 19, 2000
/s/ W.T. McCallum
W.T. McCallum President, Chief Executive September 19, 2000
Officer and Director
/s/ M.T.G. Graye
M.T.G. Graye Chief Financial Officer September 19, 2000
/s/ J. Balog
J. Balog* Director September 19, 2000
/s/ J.W. Burns
J.W. Burns* Director September 19, 2000
/s/ O.T. Dackow
O.T. Dackow* Director September 19, 2000
/s/ A. Desmarais
A. Desmarais* Director September 19, 2000
/s/ P/ Desmarais
P. Desmarais* Director September 19, 2000
/s/ R.G. Graham
R.G. Graham* Director September 19, 2000
/s/ K.P. Kavanaugh
K.P. Kavanaugh* Director September 19, 2000
/s/ W. Mackness
W. Mackness* Director September 19, 2000
/s/ J.E.A. Nickerson
J.E.A. Nickerson* Director September 19, 2000
/s/ P.M. Pitfield
P.M. Pitfield* Director September 19, 2000
/s/ M. Plessis-Belair
M. Plessis-Belair* Director September 19, 2000
/s/ B.E. Walsh
B.E. Walsh* Director September 19, 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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