Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, Colorado 80111
September 11, 1997
Securities and Exchange Commission
450 Fifth Street NW
Washington DC 20549
ATTENTION: Filing Desk
RE: FutureFunds Series Account
497 (e) Filing (File No. 2-89550)
Great-West Life & Annuity Insurance Company
Dear Filing Desk:
Enclosed for filing is a 497(e) filing for FutureFunds Series Account. The
purpose of this filing is to add new investment options available through the
Account.
Please contact me at the above number or Mr. Chris Menconi of Jorden Burt
Berenson & Johnson at (202) 965-8129 with any questions or comments you may have
concerning the enclosed.
Sincerely,
/s/ Beverly A. Byrne
Beverly A. Byrne
Assistant Vice President
and Associate Counsel
<PAGE>
Rule 497(e)
File No. 2-89550
FutureFunds Series Account
of
Great-West Life & Annuity Insurance Company
Effective
September 11, 1997
On Page 1 of the prospectus, in the last paragraph the number of Investment
Divisions should be revised from "eighteen" to "twenty-eight" and the number of
Investment Divisions that invest in shares of the portfolios of Maxim Series
Fund, Inc. should be revised from "fourteen" to "twenty-four."
On Page 2 of the prospectus, please add the following Investment Divisions:
MaximValue Index Portfolio seeks to provide investment results, before fees,
that correspond to the total return of the Russell 1000 Value Index. The
Russell 1000 Value Index was developed by the Frank Russell Company to
track stock market performance of stocks from the Russell 1000 Index
exhibiting certain characteristics suggesting value potential.
MaximGrowth Index Portfolio seeks to provide investment results, before fees,
that correspond to the total return of the Russell 1000 Growth Index. The
Russell 1000 Growth Index was developed by the Frank Russell Company to
track stock market performance of stocks from the Russell 1000 Index
exhibiting certain characteristics suggesting growth potential.
MaximSmall-Cap Aggressive Growth Portfolio seeks long-term capital growth by
investing in common stocks or their equivalent emphasizing securities
believed to be undervalued by the market.
MaximBlue Chip Portfolio seeks long-term growth of capital and income by
investing primarily in common stocks of large, well-established, stable and
mature companies, commonly known as "Blue Chip" companies.
MaximMidCap Growth Portfolio seeks long-term appreciation by investing
primarily in common stocks of medium-sized (mid-cap) growth companies. The
Portfolio will normally invest at least 65% of its assets in a diversified
portfolio of mid-cap companies whose earnings are expected to grow at a
faster rate than the average company.
MaximAggressive Profile Portfolio seeks to achieve a high total return on
investment through long-term capital appreciation by investing in other
Maxim Portfolios. It is designed for an investor who is willing to take on
a greater degree of risk now for the chance of better returns later and
places a higher priority on investment growth than on safety. This investor
typically is comfortable riding out the ups and downs of the markets. This
Portfolio would not be appropriate for an investor with a short investment
horizon.
MaximModerately Aggressive Profile Portfolio seeks to achieve a high total
return on investment through long-term capital appreciation by investing in
other Maxim Portfolios. It is designed for an investor who is willing to
take on a slightly greater degree of risk now for the chance of better
returns later and places a high priority on investment growth but also
seeks some safety. This investor typically is comfortable riding out the
ups and downs of the markets but is not comfortable with the volatility
that would be associated with the Maxim Aggressive Profile Portfolio. This
Portfolio would not be appropriate for an investor with a short investment
horizon.
Maxim Moderate Profile Portfolio seeks to achieve a high total return on
investment through long-term
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<PAGE>
capital appreciation by investing in other Maxim Portfolios. This investor
likes the potential for higher returns but seeks more safety than an
aggressive or moderately aggressive investor.
MaximModerately Conservative Profile Portfolio seeks to achieve the highest
possible total return consistent with reasonable risk through a combination
of income and capital appreciation by investing in other Maxim Portfolios.
This Portfolio is designed for an investor who places a priority on
investment safety but is willing to take some risk for a potential higher
return on investment. This investor may be approaching retirement or simply
prefers to take less risk than other investors.
MaximConservative Profile Portfolio seeks to achieve total return consistent
with preservation of capital primarily through fixed income investments by
investing in other Maxim Portfolios. This Portfolio is designed for an
investors whose highest priority is safety for which the investor is
willing to accept lower potential return on investment. This investor may
be approaching retirement or simply prefers to take less risk than other
investors.
On page 5, under the heading Maxim Series Fund, Inc. Annual Expenses, please
insert the following:
<TABLE>
<S> <C> <C> <C> <C> <C>
Maxim Maxim Maxim Small- Maxim Maxim MidCap
Value Index Growth Index Cap Aggressive Blue Chip Growth
Growth
- ------------------------------------------------------------------------------------------------------------------------------------
Management .60% .60% 1.00% 1.00% 1.00%
Fees
Other Expenses None None .30% .15% .05%
Total Expenses .60% .60% 1.30% 1.15% 1.05%
- ------------------------------------------------------------------------------------------------------------------------------------
Maxim Maxim Maxim Maxim Maxim
Aggressive Moderately Moderate Profile Moderately Conservative
Profile Aggressive Conservative Profile
Profile Profile
- ------------------------------------------------------------------------------------------------------------------------------------
Management ..25% .25% .25% .25% .25%
Fees
Other Expenses None None None None None
Total Expenses .25% .25% .25% .25% .25%
- ------------------------------------------------------------------------------------------------------------------------------------
Minimum Total Maxim Series Maximum Total Maxim Series
Fund Annual Expenses* Fund Annual Expenses**
Aggressive Profile+ 1.05% 1.51%
Moderately Aggressive Profile+ 1.01% 1.44%
Moderate Profile+ 0.97% 1.35%
Moderately Conservative Profile+ 0.96% 1.26%
Conservative Profile+ 0.85% 1.11%
</TABLE>
+ Each Profile Portfolio will invest in shares of other Maxim Portfolios
("Underlying Portfolios"). Therefore, each Profile Portfolio will, in addition
to its own expenses such as management fees, bear its pro rata share of the fees
and expenses incurred by the Underlying Portfolios and the investment return of
each Profile Portfolio will be net of the Underlying Portfolios expenses.
* The Minimum Fees are determined by assuming the allocation of each Profile
Portfolio's assets to those for the Underlying Portfolios (please see the Maxim
Series Fund prospectus for the Profile Portfolios for further information on the
Profile Portfolios) with the lowest Total Annual Expenses.
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<PAGE>
** The Maximum Fees are determined by assuming the allocation of each Profile
Portfolio's assets to those for the Underlying Portfolios (please see the Maxim
Series Fund prospectus for the Profile Portfolios for further information on the
Profile Portfolios) with the highest Total Annual Expenses.
On page 6, under the heading Example 1, please add Maxim Value Index and Maxim
Growth Index to the Example for he Maxim Bond, Maxim Stock Index, Maxim U.S.
Government Securities, Maxim Small-Cap Index and Maxim Total Return and insert
the following:
<TABLE>
<S> <C> <C>
Investment Division 1 Year 3 Year
- -------------------------------------------------------------------------------------------
Maxim Small-Cap Aggressive $26.84 $86.53
Growth
Maxim Blue Chip $25.31 $81.70
Maxim MidCap Growth $24.28 $78.47
Maxim Aggressive Profile* $26.64 $85.89
Maxim Moderately Aggressive $26.13 $84.28
Profile*
Maxim Moderate Profile* $25.41 $82.03
Maxim Moderately Conservative $24.90 $80.41
Profile*
Maxim Conservative Profile* $23.56 $76.20
</TABLE>
* The Examples of Expenses for the Profile Portfolios are calculated using the
midpoint of the minimum and maximum fees set forth under Maxim Series Fund,
Inc. Annual Expenses.
On page 7, under the heading Example 2, please add Maxim Value Index and Maxim
Growth Index to the Example for he Maxim Bond, Maxim Stock Index, Maxim U.S.
Government Securities, Maxim Small-Cap Index and Maxim Total Return and insert
the following:
<TABLE>
<S> <C> <C>
Investment Division 1 Year 3 Year
- -------------------------------------------------------------------------------------------
Maxim Small-Cap Aggressive $86.84 $146.53
Growth
Maxim Blue Chip $85.31 $141.70
Maxim MidCap Growth $84.28 $138.47
Maxim Aggressive Profile* $86.64 $145.89
Maxim Moderately Aggressive $86.13 $144.28
Profile*
Maxim Moderate Profile* $85.41 $142.03
Maxim Moderately Conservative $84.90 $140.41
Profile*
Maxim Conservative Profile* $83.56 $136.20
</TABLE>
* The Examples of Expenses for the Profile Portfolios are calculated using the
midpoint of the minimum and maximum fees set forth under Maxim Series Fund,
Inc. Annual Expenses.
On page 13, under the heading Average Annual Total Returns, please insert the
following:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Division Before After Before After Before After
CDSC CDSC CDSC CDSC CDSC 10 CDSC 10
1 Year 1 Year 5 Year 5 Year Year or Year or
Since Since
Inception Inception
Maxim Value Index 19.14% 13.10% N/A N/A 15.91% 14.42%
Maxim Growth Index 20.59% 14.55% N/A N/A 17.55% 16.10%
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<PAGE>
Maxim Small-Cap
Aggressive Growth 28.49% 22.45% N/A N/A 24.45% 22.24%
Maxim Blue Chip N/A N/A N/A N/A N/A N/A
Maxim MidCap Growth N/A N/A N/A N/A N/A N/A
Maxim Aggressive Profile N/A N/A N/A N/A N/A N/A
Maxim Moderately
Aggressive Profile N/A N/A N/A N/A N/A N/A
Maxim Moderate Profile N/A N/A N/A N/A N/A N/A
Maxim Moderately
Conservative Profile N/A N/A N/A N/A N/A N/A
Maxim Conservative Profile N/A N/A N/A N/A N/A N/A
On page 14, please insert the following in the first table:
Investment Division Before After Before After Before After
CDSC CDSC CDSC CDSC CDSC 10 CDSC 10
1 Year 1 Year 5 Year 5 Year Year or Year or
Since Since
Inception Inception
Maxim Value Index 19.14% 13.15% N/A N/A 15.91% 13.96%
Maxim Growth Index 20.59% 14.52% N/A N/A 17.55% 15.57%
Maxim Small-Cap
Aggressive Growth 28.49% 22.03% N/A N/A 24.45% 21.50%
Maxim Blue Chip N/A N/A N/A N/A N/A N/A
Maxim MidCap Growth N/A N/A N/A N/A N/A N/A
Maxim Aggressive Profile N/A N/A N/A N/A N/A N/A
Maxim Moderately
Aggressive Profile N/A N/A N/A N/A N/A N/A
Maxim Moderate Profile N/A N/A N/A N/A N/A N/A
Maxim Moderately
Conservative Profile N/A N/A N/A N/A N/A N/A
Maxim Conservative Profile N/A N/A N/A N/A N/A N/A
On page 14, please insert the following to the second table:
Investment Division 1 Year 5 Year 10 Year or Since
Inception
Maxim Value Index 19.14% N/A 15.91%
Maxim Growth Index 20.59% N/A 17.55%
Maxim Small-Cap Aggressive Growth 28.49% N/A 24.45%
Maxim Blue Chip N/A N/A N/A
Maxim MidCap Growth N/A N/A N/A
Maxim Aggressive Profile N/A N/A N/A
Maxim Moderately Aggressive Profile N/A N/A N/A
Maxim Moderate Profile N/A N/A N/A
Maxim Moderately Conservative Profile N/A N/A N/A
Maxim Conservative Profile N/A N/A N/A
On page 15, Please insert the following to the existing chart:
Investment Division Portfolio Inception Investment Division
Date Inception In Contract
Maxim Value Index December 1, 1993 September 11, 1997
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<PAGE>
Maxim Growth Index December 1, 1993 September 11, 1997
Maxim Small-Cap Aggressive Growth November 1, 1994 September 11, 1997
Maxim Blue Chip July 1, 1997 September 11, 1997
Maxim MidCap Growth July 1, 1997 September 11, 1997
Maxim Aggressive Profile September 10, 1997 September 11, 1997
Maxim Moderately Aggressive Profile September 10, 1997 September 11, 1997
Maxim Moderate Profile September 10, 1997 September 11, 1997
Maxim Moderately Conservative Profile September 10, 1997 September 11, 1997
Maxim Conservative Profile September 10, 1997 September 11, 1997
</TABLE>
On page 16, in the last paragraph in the first column, the number of Investment
Divisions should be revised from "eighteen" to "twenty-eight."
6
