Rule 497(e)
File No. 2-89550
FutureFunds Series Account of
Great-West Life & Annuity Insurance Company
Effective September 13, 1999
On Page 1 of the prospectus, in the last paragraph the number of Investment
Divisions should be revised from "twenty-nine" to "thirty-two" and the following
should be added to the list of fund families:
Pioneer Variable Contracts Trust
The Alger American Fund.
On Page 6 under the heading Eligible Fund Annual Expenses, please add the
following:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Total Eligible
Eligible Fund Management Fees Other Expenses Fund Expenses
Maxim Bond Index1 .50% 0% .50%
Pioneer VCT Equity Income .71% .25% .96%
Alger American Balanced .75% .17% .92%
Alger American MidCap Growth .80% .04% .84%
</TABLE>
On Page 7 under the heading Examples, please add the following:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Division 1 Year 3 Year 5 Year 10 Year
- ------------------- ------ ------ ------ -------
Maxim Bond Index $78.21 $119.20 $166.92 $261.48
Pioneer VCT Equity Income $82.95 $134.25 $193.50 $322.95
Alger American Balanced $82.95 $132.95 $191.22 $317.72
Alger American MidCap Growth $81.72 $130.35 $186.63 $307.19
</TABLE>
On Page 8 under the heading Examples, please add the following:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Division 1 Year 3 Year 5 Year 10 Year
- ------------------- ------ ------ ------ -------
Maxim Bond Index $18.21 $59.20 $106.92 $261.48
Pioneer VCT Equity Income $22.95 $74.25 $133.50 $322.95
Alger American Balanced $22.54 $72.95 $131.22 $317.72
Alger American MidCap Growth $21.72 $70.35 $126.63 $307.19
</TABLE>
On Page 10 under the heading Maxim Series Fund, Inc., please add the following:
Maxim Bond Index Portfolio1 seeks investment results that track the total return
of the debt securities that comprise the Lehman Aggregate Bond Index.
On Page 11, please add the following:
The Alger American Fund
The Alger American Balanced Portfolio seeks current income and long-term capital
appreciation. This portfolio focuses on stocks of companies with growth
potential and fixed-income securities, with emphasis on income-producing
securities which appear to have some potential for capital appreciation.
The Alger American MidCap Growth Portfolio seeks long-term capital appreciation.
This portfolio focuses on midsize companies with promising growth potential.
Pioneer Variable Contracts Trust
Pioneer VCT Equity-Income Portfolio seeks current income and long-term growth of
capital from a portfolio consisting primarily of income producing equity
securities of U.S. corporations.
On Page 11 under the heading Eligible Fund Investment Advisers, please add the
following:
Pioneer Variable Contracts Trust is advised by The Pioneer Group, Inc., 60 State
Street, Boston, Massachusetts 02109.
The Alger American Fund is advised by Fred Alger Management, Inc., 1 World Trade
Center, Suite 9333, New York, New York 10048.
On Page 28 under the heading Average Annual Total Returns, please add the table
on the attached page 3.
On Page 29, please insert the following information to the chart:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Division
Investment Division Eligible Fund Inception Date Inception in Series Account
Maxim Bond Index December 1, 1992 September 13, 1999
Pioneer VCT Equity-Income March 1, 1995 September 13, 1999
Alger American Balanced September 5, 1989 September 13, 1999
Alger American MidCap Growth May 3, 1993 September 13, 1999
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Before CDSC 10 After CDSC 10 Before CDSC 10 After CDSC 10
Before After Before After CDSC Years of if Less, Years of if Years of if Years of if
CDSC 1 CDSC 1 CDSC 5 5 Years Life of Investment Less, Life of Less, Life of Less, Life of
Investment Division Year Year Years Division Investment Underlying Fund Underlying
Division Portfolio Fund Portfolio
Maxim Bond Index 5.75% -0.26% 4.61% 3.54% N/A N/A 5.23% 5.22%
Pioneer VCT Equity-Income 20.01% 13.99% N/A N/A N/A N/A 23.01% 22.12%
Alger American Balanced 29.88% 23.87% 14.96% 14.21% N/A N/A 10.65% 10.64%
Alger American MidCap Growth 28.68% 22.67% 17.51% 16.81% N/A N/A 21.97% 21.53%
</TABLE>
- --------
1 Formerly, the Maxim Investment Grade Corporate Bond Portfolio. On July 26,
1999, pursuant to a vote of the majority of shareholders, the Portfolio changed
its name and investment objective so that it now seeks investment results that
track the total return of the debt securities that comprise the Lehman Aggregate
Bond Index.
