Rule 497(e)
File No.2-89550
FutureFunds Series Account of Great-West Life & Annuity Insurance Company
June 1, 1998
Insert on page 1 of the prospectus:
Effective June 1, 1998, two additional Investment Divisions will be available
for allocation of Contributions. These Investment Divisions invests exclusively
in corresponding Portfolios of Janus Aspen Series ("Janus Aspen") and the
SteinRoe Variable Investment Trust ("SteinRoe"), respectively. Prospectuses for
the Janus Aspen and SteinRoe Portfolios accompany this prospectus and should be
read carefully. The new Investment Divisions will invest in shares of the
following portfolios:
The Janus Aspen Worldwide Growth Portfolio seeks long-term growth of capital in
a manner consistent with the preservation of capital. The Portfolio pursues its
objective primarily through investments in common stocks of foreign and domestic
issuers. This Investment Division is not available on all plans. Please contact
your registered representative for more information.
The Stein Roe Balanced Fund, Variable Series seeks high total investment return
through investment in a changing mix of securities. The Portfolio's assets are
allocated among equities, debt securities and cash. This Investment Division is
not available on all plans. Please contact your registered representative for
more information.
The FEE TABLE on page 6 of the prospectus is amended to add the following tables
after the tables for "Fidelity VIP Portfolio Annual Expenses."
Janus Aspen Series Annual Expenses
(as a percentage of Janus Aspen Series' average net assets)
Janus Aspen Worldwide Growth Portfolio
Management Fee .66%
Other Expenses .08%
Total Expenses: .74%1
1 Management fees for this Portfolio reflect a reduced fee schedule effective
July 1, 1997. The management fee for the Portfolio reflects the new rate applied
to net assets as of December 31, 1997. Other expenses are based on the gross
expenses of the shares before expense offset arrangements for the fiscal year
ended December 31, 1997. The information is net of fee reductions from Janus.
Fee reductions reduce the management fee to the level of the corresponding Janus
Retail fund. Without such reductions, the Management Fee, Other Expenses and
Total Expenses would have been .72%, .09% and .81% respectively. Janus may
modify or terminate the fee reductions at any time upon at least 90 days' notice
to the Portfolio's Trustees.
<PAGE>
SteinRoe Variable Investment Trust Annual Expenses
(as a percentage of SteinRoe Variable Investment Trust's average net assets)
Stein Roe Balanced Fund, Variable Series
Management Fee .45%
Other Expenses .15%
Total Expenses: .60%2
2 The Portfolio generally will pay all its expenses, other than those borne by
Stein Roe & Farnham. Stein Roe & Farnham has voluntarily agreed until April 30,
1999 to reimburse all expenses, including management fees, incurred by the
Portfolio exceeding .75%.
The EXAMPLES on page 6 and 7 of the prospectus are amended to add Janus Aspen
Worldwide Growth and Stein Roe Balanced Investment Divisions 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 and an assessment of
the maximum mortality and expense risk charge under any contract:
<TABLE>
1 Year 3 Year 5 Year 10 Year
- ----------------------------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Janus Aspen Worldwide Growth $20.79 $67.41 $121.44 $295.24
- ----------------------------------- ------------ ------------- ------------ -------------
Stein Roe Balanced $19.35 $62.82 $113.33 $276.44
</TABLE>
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 and an assessment of the
maximum mortality and expense risk charge under any contract:
<TABLE>
1 Year 3 Year 5 Year 10 Year
- ----------------------------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Janus Aspen Worldwide Growth $80.79 $127.41 $181.44 $295.24
- ----------------------------------- ------------ ------------- ------------ -------------
Stein Roe Balanced $79.35 $122.82 $173.33 $276.44
</TABLE>
Insert at the bottom of page 15 of the prospectus the following:
The Janus Aspen and SteinRoe Investment Divisions have no standardized
performance. Standardized performance information will be included in the
prospectus when it becomes available.
<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 Before After Before After
DIVISION Before After Before After CDSC CDSC CDSC CDSC
CDSC CDSC CDSC 10 10 10 10
CDSC 1 5 5 Years or Years or Years or Years or
1 Year Years Years Life Life Life of Life of
Year of of
Underlying Underlying
Investment Investment Fund Fund
Portfolio Portfolio
Division Division
<S> <C> <C> <C>
Janus Aspen Worldwide Growth 14.62% N/A N/A N/A N/A 21.42% 20.68%
20.62%
Stein Roe Balanced 9.37% 10.19% N/A N/A 11.70% 11.70%
15.37% 10.99%
</TABLE>
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.
<TABLE>
INVESTMENT Before After Before After
DIVISION Before After Before After CDSC CDSC CDSC CDSC
CDSC CDSC CDSC 10 10 10 10
CDSC 1 5 5 Years or Years or Years or Years or
1 Year Years Years Life Life Life of Life of
Year of of
Underlying Underlying
Investment Investment Fund Fund
Portfolio Portfolio
Division Division
<S> <C> <C> <C>
Janus Aspen Worldwide Growth 14.59% N/A N/A N/A N/A 21.42% 19.98%
20.62%
Stein Roe Balanced 9.60% 10.09% N/A N/A 11.70% 11.19%
15.37% 10.99%
</TABLE>
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.
<TABLE>
INVESTMENT Before After Before After
DIVISION Before After Before After CDSC CDSC CDSC CDSC
CDSC CDSC CDSC 10 10 10 10
CDSC 1 5 5 Years or Years or Years or Years or
1 Year Years Years Life Life Life of Life of
Year of of
Underlying Underlying
Investment Investment Fund Fund
Portfolio Portfolio
Division Division
<S> <C> <C> <C>
Janus Aspen Worldwide Growth 14.59% N/A N/A N/A N/A 21.42% 19.98%
20.62%
Stein Roe Balanced 9.60% 9.86% N/A N/A 11.70% 11.70%
15.37% 10.99%
</TABLE>
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.
<TABLE>
INVESTMENT 1 Year 5 Years 10 Years or 10 Years or
DIVISION Life of Life of
Investment Underlying
Division Fund Portfolio
<S> <C> <C>
Janus Aspen Worldwide Growth 20.62% N/A N/A 21.42%
Stein Roe Balanced 15.37% 10.99% N/A 11.70%
</TABLE>
<PAGE>
Insert on page 20 of the prospectus in the table illustrating Portfolio and
Investment Division inception dates the following at the end of that table:
<TABLE>
INVESTMENT DIVISION Portfolio Inception Date Investment Division
Inception In Contract(1)
<S> <C> <C> <C>
Janus Aspen Worldwide Growth September 13, 1993 June 1, 1998
Stein Roe Balanced January 1, 1989 June 1, 1998
</TABLE>
Insert on page 29 of the prospectus under the heading Investment Advisers the
following at the end of that section:
Janus Capital Corporation ("Janus") is the investment adviser to the Janus
Aspen Worldwide Growth Portfolio. As such, Janus is responsible for the day to
day management of the Janus Aspen Worldwide Growth Portfolio. Janus has served
as investment adviser to the Janus Funds' since their inception in 1970. In
addition to advice and recommendations concerning the Portfolio's investments,
Janus also furnishes certain administrative, compliance and accounting services
and may be reimbursed by the Portfolio for its costs in providing those
services.
Janus is a Colorado corporation, registered as an investment adviser with
the Securities and Exchange Commission. Its principal address is 100 Fillmore
Street, Suite 300, Denver, Colorado 80206. The Portfolio pays Janus a management
fee, calculated daily at the annual rate of 1.00% on the first $30 million, .75%
on the next $270 million, .70% on the next $200 million and .65% on amounts over
$500 million of the average daily net assets of the Portfolio. Janus has agreed
to reduce the advisory fee to the extent that such fee exceeds the effective
rate of the Janus retail fund corresponding with the Portfolio. Janus may
terminate this fee reduction at any time upon at least 90 days' notice to the
Trustees. The effective rate is the advisory fee calculated by the corresponding
retail fund as of the last day of each calendar quarter (expressed as an annual
rate). The effective rate of the Janus Worldwide Fund was .65% for the quarter
ended March 31, 1998.
Stein Roe & Farnham Incorporated ("Stein Roe & Farnham") is the investment
adviser to the Stein Roe Balanced Fund, Variable Series Portfolio subject to the
direction of its Board of Trustees. Stein Roe & Farnham, One South Wacker Drive,
Chicago, Illinois 60606 has provided investment advisory and administrative
services since 1932.
The Portfolio pays Stein Roe & Farnham annual fees for investment advisory
and administrative services based on the following schedules. All fees are
computed and accrued daily and paid monthly. The fee for the Portfolio is at the
annual rate of .45% (for investment advisory services) and .15% (for
administrative services) of the average daily net asset value. The Portfolio
generally will pay all its expenses, other than those borne by Stein Roe &
Farnham. Stein Roe & Farnham has voluntarily agreed until April 30, 1999 to
reimburse all expenses, including management fees, incurred by the Portfolio
exceeding .75%.
