Rule 497(e)
File No.2-89550
FutureFunds Series Account of Great-West Life & Annuity Insurance Company
November 12, 1998
Insert on page 1 of the prospectus:
Effective November 12, 1998, an additional Investment Division will be available
for allocation of Contributions. This Investment Division invests exclusively in
the corresponding Portfolio of Fidelity VIP II Contrafund Portfolio, a separate
investment portfolio of Fidelity Variable Insurance Products Fund II. The new
Investment Division will invest in shares of the following portfolio:
The Fidelity VIP II Contrafund Portfolio seeks capital appreciation by investing
mainly in equity securities of companies where value is not fully recognized by
the public.
The FEE TABLE on page 6 of the prospectus is amended to add to the Fidelity VIP
II table the following, under the general heading "Fidelity VIP Portfolio Annual
Expenses."
Fidelity VIP II Contrafund
Management Fee .61%
Other Expenses .10%
Total Expenses: .71%
The EXAMPLES on page 6 and 7 of the prospectus are amended to add the Fidelity
VIP II Contrafund Investment Division to the tables as follows:
Example 1:
If you do not take a distribution from your contract, or if you annuitize at the
end of the applicable time period, you would pay the following expenses on a
$1,000 investment, assuming a 5% annual return on assets:
<TABLE>
1 Year 3 Year 5 year 10 Year
- ------------------------------------ ------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Fidelity VIP II Contrafund $20.48 $66.43 $119.71 $291.23
Example 2:
If you take a distribution in whole from your contract at the end of the
applicable time period, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return on assets:
1 Year 3 Year 5 year 10 Year
- ------------------------------------ ------------ ------------- ------------- ------------
Fidelity VIP II Contrafund $80.48 $126.43 $179.71 $291.23
</TABLE>
On page 11 at the end of the paragraph entitled "Can Contributions Be
Transferred between the Variable and Fixed Sub-Accounts?" please add the
following:
Participants can perform Transfers over the Internet. Some states may prohibit
electronic transactions and participants residing in those states will not be
able to utilize the Internet for Transfers. We will not be responsible for any
losses resulting from unauthorized transactions if we follow reasonable security
procedures designed to identify the participant. On our web site a participant
will be prompted to provide personalized security codes or other identifying
information before any Transfer may be effected. This feature may be accessed on
the Internet through BenefitsCorp Equities, Inc.'s web site at
www.benefitscorp.com.
<PAGE>
Insert on page 16, 17, 18, 19 of the prospectus under the respective table for
Annual Average Total Returns
The following table illustrates Average Annual Total Return assuming an
assessment of a 6% Contingent Deferred Sales Charge of all contributions made
within the last 72 months(*) for NQDC, Section 415(m), Section 401(k) and
certain 401(a) and 457 retirement programs.
<TABLE>
INVESTMENT After Before After Before After
DIVISION Before After Before CDSC CDSC CDSC CDSC CDSC
CDSC CDSC 5 10 10 10 10
CDSC 1 5 Years Years or Years or Years or Years or
1 Year Years Life Life Life Life of
Year of of of
Underlying
Investment Investment Underlying Fund
Fund Portfolio
Division Division Portfolio
<S> <C> <C> <C>
Fidelity VIP II Contrafund -3.46% N/A N/A N/A N/A 22.10% 21.15%
2.55%
The following table illustrates Average Annual Total Return assuming an
assessment of a 5% Contingent Deferred Sales Charge for the first 4 years, 4%
for years 5 through 9, 3% for years 10 through 14 (*) for certain NQDC, and
Section 403(b), 457, and 415(m) retirement programs.
INVESTMENT After Before After Before After
DIVISION Before After Before CDSC CDSC CDSC CDSC CDSC
CDSC CDSC 5 10 10 10 10
CDSC 1 5 Years Years or Years or Years or Years or
1 Year Years Life Life Life Life of
Year of of of
Underlying
Investment Investment Underlying Fund
Fund Portfolio
Division Division Portfolio
Fidelity VIP II Contrafund -2.59% N/A N/A N/A N/A 22.10% 20.42%
2.55%
The following table illustrates Average Annual Total Return assuming an
assessment of a 5% Contingent Deferred Sales Charge effective for the first 5
contract years(*) for certain NQDC and Section 403(b) 457 and 415(m) retirement
programs.
INVESTMENT After Before After Before After
DIVISION Before After Before CDSC CDSC CDSC CDSC CDSC
CDSC CDSC 5 10 10 10 10
CDSC 1 5 Years Years or Years or Years or Years or
1 Year Years Life Life Life Life of
Year of of of
Underlying
Investment Investment Underlying Fund
Fund Portfolio
Division Division Portfolio
Fidelity VIP II Contrafund -2.59% N/A N/A N/A N/A 22.10% 20.42%
2.55%
The following table illustrates Average Annual Total Return assuming no
Contingent Deferred Sales Charge for certain NQDC, and Section 403(b) 457 and
415(m) retirement programs.
INVESTMENT 1 Year 5 Years 10 Years or 10 Years or
DIVISION Life of Life of
Investment Underlying
Division Fund Portfolio
Fidelity VIP II Contrafund 2.55% N/A N/A 22.10%
</TABLE>
<PAGE>
On page 20 of the prospectus in the table illustrating Portfolio and Investment
Division inception dates add the following at the end of that table:
<TABLE>
INVESTMENT DIVISION Portfolio Inception Date Investment Division
Inception In Contract(1)
<S> <C> <C> <C>
Fidelity VIP II Contra Fund January 3, 1995 November 11, 1998
</TABLE>
On page 26 at the end of the carryover paragraph from page 25 entitled
"Transfers Between Variable and Guaranteed Sub-Accounts," please insert the
following sentence to the end of that paragraph:
Participants can perform Transfers over the Internet. Some states may prohibit
electronic transactions and participants residing in those states will not be
able to utilize the Internet for Transfers. We will not be responsible for any
losses resulting from unauthorized transactions if we follow reasonable security
procedures designed to identify the participant. On our web site a participant
will be prompted to provide personalized security codes or other identifying
information before any Transfer may be effected. This feature may be accessed on
the Internet through BenefitsCorp Equities, Inc.'s web site at
www.benefitscorp.com.
On page 29 of the prospectus under the heading Investment Advisers please
replace the paragraphs discussing Fidelity Management & Research Company with
the following:
Fidelity Management & Research Company ("FMR") is the investment adviser to
Fidelity Variable Insurance Products Fund ("VIP"): Growth Portfolio and to
Fidelity VIP II: Asset Manager Portfolio and Contrafund Portfolio. For its
investment advisory services, FMR receives a monthly fee from each of these
Portfolios. As of December 31, 1997, the VIP Growth Portfolio, the VIP II Asset
Manager Portfolio and the VIP II Contrafund Portfolio paid FMR fees at the
annual rate of .60%, .55% and .60% respectively, of each Portfolio's average
daily net assets.
FMR may, from time to time, agree to reimburse a Portfolio for management
fees and other expenses above a specified percentage of average daily net
assets. Reimbursement arrangements, which may be terminated at any time without
notice, will increase a Portfolio's yield. If FMR discontinues a reimbursement
arrangement, the affected Portfolio's expenses will go up and its yield will be
reduced. FMR retains the ability to be repaid by a Portfolio for expense
reimbursements if expenses fall below the limit prior to the end of the fiscal
year. Repayment by a Portfolio will lower its yield. FMR has voluntarily agreed
to temporarily limit the total expenses (including the management fee, but
generally excluding taxes, interest and extraordinary expenses) of the VIP
Growth Portfolio, VIP II Asset Manager Portfolio and VIP II Contrafund
Portfolio, respectively, to 1.50%, 1.25% and 1.00%.
