As filed with the Securities and Exchange Commission on June 1, 2000
Registration No. 2-89550
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. ( )
POST-EFFECTIVE AMENDMENT NO. 29 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 23 (X)
(Check appropriate box or boxes)
FUTUREFUNDS SERIES ACCOUNT
(Exact name of Registrant)
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Name of Depositor)
8515 East Orchard Road
Englewood, Colorado 80111
(Address of Depositor's Principal Executive Officers) (Zip Code)
Depositor's Telephone Number, including Area Code:
(800) 537-2033
William T. McCallum
President and Chief Executive Officer
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, Colorado 80111
(Name and Address of Agent for Service)
Copy to:
James F. Jorden, Esq.
Jorden Burt Boros Cicchetti Berenson & Johnson, LLP
1025 Thomas Jefferson Street, N.W., Suite 400 East
Washington, D.C. 20007-0805
It is proposed that this filing will become effective
(check appropriate space)
X Immediately upon filing pursuant to paragraph (b) of Rule 485.
On , pursuant to paragraph (b) of Rule 485.
60 days after filing pursuant to paragraph (a) of Rule 485.
On , pursuant to paragraph (a)(i) of Rule 485.
75 days after filing pursuant to paragraph (a)(ii) of Rule 485.
On , pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following:
This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Title of securities being registered: flexible premium deferred variable annuity
contracts
<PAGE>
EXPLANATORY NOTE
This amendment to the registration statement on Form N-4 (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 FutureFunds Series Account prospectus. This
amendment does not delete, amend or supersede any information contained in the
Registration Statement.
<PAGE>
FutureFunds Series Account
of Great-West Life & Annuity Insurance Company
Supplement dated June 1, 2000 to the
Prospectus for FutureFunds Series Account
dated May 1, 2000
Effective June 1, 2000, seven new Investment Divisions are being added as new
investment options under the Group Contract.
o AIM Blue Chip Fund (Class A)
o American Century Equity-Income Fund (Investor Class)
o Artisan International Fund (Investor Class)
o INVESCO Dynamics Fund
o Janus Twenty Fund
o Janus Worldwide Fund
o RS Emerging Growth Fund
As a result, please note the following changes to your prospectus and retain
this supplement for future reference. You may obtain a prospectus for each new
Eligible Fund by calling Great-West at 800-468-8661, or by writing to Great-West
at D970-Savings Communications, P.O. Box 1700 Denver, Colorado 80201-9925. You
should read an Eligible Fund's prospectus carefully before making a decision to
invest in the related Investment Division.
On Page1 of the prospectus under the heading "Allocating your money," please add
the following:
You may allocate your Contributions among 38 Investment Divisions of the
FutureFunds Series Account (the "Series Account"). Each Investment Division
invests all its assets in one of 38 corresponding mutual funds ("Eligible
Funds"). The seven new Eligible Funds are offered by one of the following fund
families:
o AIM Funds
o American Century Funds (Investor Class)
o Artisan Funds, Inc.
o INVESCO Stock Funds, Inc.
o Janus Funds
o RS Investment Trust
The investment gain on the Group Contract is not included in income if the Group
Contract is held under a 401(a), 401(k) or 403(b) Plan. If an employer
maintaining a 457(b) or (f) or 415(m) Plan is either a state or local government
or a tax-exempt organization, the employer may not be subject to tax on the gain
in the Group Contract. If a Group Contract is held by a taxable employer (e.g.,
a sole proprietorship, partnership or corporation) under a non-qualified
deferred compensation plan, the investment gain in the Group Contract is
included in the entity's income each year and these Investment Divisions are not
available for non-qualified Plans sponsored by a taxable employer. If a taxable
employer intends to hold this Group Contract, that entity may wish to discuss
these matters with a competent tax adviser.
On Page 6 under the heading "Eligible Fund Annual Expenses," please add the
following:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Total
Eligible Fund Management Other Eligible Fund
fees expenses1 expenses
AIM Blue Chip Fund 0.64% 0.55% 1.19%
American Century Equity-Income Fund 1.00% 0.00% 1.00%
Artisan International Fund 0.99% 0.39% 1.38%
INVESCO Dynamics Fund 0.52% 0.52% 1.04%
Janus Twenty Fund 0.65% 0.23% 0.88%
Janus Worldwide Fund 0.65% 0.24% 0.89%
RS Emerging Growth Fund 1.00% 0.47% 1.47%
</TABLE>
1 For the AIM Blue Chip Fund, "Other Expenses" includes a 12b-1 distribution fee
of 0.25%, which may cause fees for long0term shareholders to exceed the economic
equivalent of the maximum permitted initial sales charge permitted for mutual
funds by the National Association of Securities Dealers, Inc. For the American
Century Equity Income Fund, Other Expenses, which include the fees and expenses
of the funds' independent directors, their legal counsel and interest, were less
than 0.005% for the most recent fiscal year. For the INVESCO Dynamics Fund,
because the Fund pays 12b-1 distribution fees of 0.25%, which are based upon the
Fund's assets, fees may exceed the economic equivalent of the maximum front-end
sales charge permitted for mutual funds by the National Association of
Securities Dealers, Inc. For the Janus Twenty Fund and Janus Worldwide Fund, the
Management Fee information has been restated to reflect a new fee schedule
effective January 31, 2000. For the RS Emerging Growth Fund, because the Fund
pays 12b-1 distribution fees which are based upon the Fund's assets, fees may
exceed the economic equivalent of the maximum front-end sales charge permitted
for mutual funds by the National Association of Securities Dealers, Inc.
On Page 7 under the heading "Examples," please add the following:
If you make a total withdrawal at the end of the applicable time period, you
would pay the following fees and expenses on a $1,000 investment, assuming a 5%
annual return on assets and an assessment of the maximum mortality and expense
risk charges that are assessed as a daily deduction from the Investment
Divisions and Contingent Deferred Sales Charge under any Group Contract:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Investment Division 1 Year 3 Year 5 Year 10 Year
------------------- ------ ------ ------ -------
AIM Blue Chip Fund $25.41 $82.03 $144.13 $353.92
American Century Equity-Income Fund $23.46 $75.88 $136.36 $329.47
Artisan International Fund $27.35 $88.14 $157.81 $377.91
INVESCO Dynamics Fund $23.87 $77.18 $138.63 $334.65
Janus Twenty Fund $22.23 $71.98 $129.50 $313.78
Janus Worldwide Fund $22.33 $72.30 $130.07 $315.09
RS Emerging Growth Fund $28.27 $91.02 $162.83 $389.12
</TABLE>
On Page 8 under the heading "Examples," please add the following:
If you continue your interest under the Group Contract, or if you elect to take
annuity payments, at the end of the applicable time period, you would pay the
following fees and expenses on a $1,000 investment, assuming a 5% annual return
on assets and an assessment of the maximum mortality and expense risk charges
that are assessed as a daily deduction from the Investment Divisions:
<TABLE>
<S> <C> <C> <C> <C>
Investment Division 1 Year 3 Year 5 Year 10 Year
------------------- ------ ------ ------ -------
AIM Blue Chip Fund $85.41 $142.03 $204.13 $353.92
American Century Equity-Income Fund $83.46 $135.88 $196.36 $329.47
Artisan International Fund $87.35 $148.14 $217.81 $377.91
INVESCO Dynamics Fund $83.87 $137.18 $198.63 $334.65
Janus Twenty Fund $82.23 $131.98 $189.50 $313.78
Janus Worldwide Fund $82.33 $132.30 $190.07 $315.09
RS Emerging Growth Fund $88.27 $151.02 $222.83 $389.12
</TABLE>
On Page 9 immediately before the heading "Investments of the Series Accounts,"
please revise the first sentence of the paragraph to read:
The Series Account currently has thirty-eight Investment Divisions available for
allocation for Contributions.
On Page 9 please revise the third paragraph under "The Eligible Funds" to read:
The seven new Eligible Funds are publicly offered mutual funds. Some of the
other Eligible Funds have been established by investment advisers who manage
publicly offered mutual funds having similar names and investment objectives.
While those Eligible Funds may be similar to, and may in fact be modeled after
publicly offered mutual funds, you should understand that those Eligible Funds
are not otherwise directly related to any publicly traded mutual funds.
Consequently, the investment performance of the publicly offered mutual funds
and any corresponding Eligible Funds may differ substantially.
<PAGE>
On Page 11 immediately before the heading "Eligible Fund Investment Advisers,"
please add the following:
AIM Funds
AIM Blue Chip Fund seeks long-term growth of capital with a secondary objective
of current income. Under normal market conditions, this fund seeks to meet these
objectives by investing at least 65% of its total assets in common stock of Blue
Chip companies. Blue Chip companies are those companies that the fund's
portfolio managers believe have the potential for above-average growth in
earnings and that are will established in their respective industries.
American Century Funds (Investor Class)
American Century Equity Income Fund seeks to provide current income. Capital
appreciation is a secondary objective. The fund seeks to meet these objectives
by investing in common stocks on companies that the fund's managers believe have
a favorable dividend-paying history that have prospects for dividend payments to
continue or increase. Under normal market conditions, the fund managers intend
to keep at least 85% of the fund's assets invested in income-paying securities
and at least 65% of its assets in U.S. equity securities.
Artisan Funds, Inc. (Investor Class)
Artisan International Fund seeks maximum long-term capital growth. Under normal
market conditions, this fund seeks to meet this objective by investing at least
65% of its total assets in stocks of foreign companies.
INVESCO Stock Funds, Inc.
INVESCO Dynamics Fund attempts to make your investment grow. Under normal market
conditions, it primarily invests in common stocks of mid-sized U.S. companies -
- those with market capitalizations between $2 billion and $15 billion - - but
also has the flexibility to invest in other types of securities including
preferred stocks, convertible securities and bonds. The core of the fund's
portfolio is invested in securities of established companies that are believed
by the fund's managers to be leaders in attractive growth markets with a history
of strong returns.
Janus Funds
Janus Twenty Fund seeks long-term growth of capital. Under normal market
conditions, it seeks to meet this objective by investing primarily in common
stocks selected for their growth potential. The fund normally concentrates its
investments in a core group of 20-30 common stocks.
Janus Worldwide Fund seeks long-term growth of capital in a manner consistent
with the preservation of capital. Under normal market conditions, it seeks to
meet this objective by investing primarily in common stocks of any size
throughout the world. The fund normally invests in issuers from at least five
countries, including the United States; however, the fund may invest in fewer
than five countries or even a single country.
RS Investment Trust
RS Emerging Growth Fund seeks capital appreciation. Under normal market
conditions, it seeks to meet this objective by investing primarily in smaller,
rapidly growing emerging companies. The fund generally invests in industry
segments that the fund's managers believe are experiencing rapid growth and in
companies with proprietary advantages.
On Page 11 under the heading "Eligible Fund Investment Advisers," insert the
following:
The AIM Blue Chip Fund is advised by A I M Advisors, Inc., 11 Greenway Plaza,
Suite 100, Houston, Texas 77046-1173.
The American Century Investor Class Equity-Income Fund is advised by American
Century Investment Management, Inc., 4500 Main Street, Kansas City, Missouri
64111.
Artisan Funds, Inc. is advised by Artisan Partners Limited Partnership, 1000
North Water Street, Suite 1770, Milwaukee, Wisconsin 53202-3197.
INVESCO Stock Funds, Inc. is advised by INVESCO Funds Group, Inc., 7800 East
Union Avenue, Denver, Colorado 80237.
Janus Worldwide Fund and Janus Twenty Fund are advised by Janus Capital
Corporation, 100 Fillmore Street, Suite 300, Denver, Colorado 80206.
RS Investment Trust is advised by RS Investment Management, L.P., 388 Market
Street, Suite 200, San Francisco, California 94111.
On Page 29 under the heading "Average Annual Total Returns" please add the table
on the attached page 5.
On Page 30, please add the following to the table which sets forth the inception
date of each Investment Division and the inception date of the corresponding
eligible fund.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT DIVISION Eligible Fund Inception Date Investment Division
Inception In Series Account
AIM Blue Chip Fund February 4, 1987 June 1, 2000
American Century Equity-Income Fund August 1, 1994 June 1, 2000
Artisan International Fund December 28, 1995 June 1, 2000
INVESCO Dynamics Fund September 1, 1967 June 1, 2000
Janus Twenty Fund April 30, 1985 June 1, 2000
Janus Worldwide Fund May 15, 1991 June 1, 2000
RS Emerging Growth Fund November 30, 1987 June 1, 2000
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Before CDSC After CDSC Before CDSC
Before After Before After 10 Years or if 10 Years or if 10 Years or if
Investment Division CDSC CDSC CDSC CDSC Less, Life of Less, Life of Less, Life of
1 Year 1 Year 5 Years 5 Years Investment Investment Underlying Fund
Division Division Portfolio
AIM Blue Chip Fund 24.00% 17.99% 27.08% 26.61% 16.73% 16.72% 16.73%
American Century Equity-Income Fund -1.41% -7.42% 16.78% 16.11% N/A N/A 14.66%
Artisan International Fund 79.02% 73.02% N/A N/A N/A N/A 33.33%
INVESCO Dynamics Fund 69.49% 63.48% 31.44% 31.02% 22.52% 22.51% 22.52%
Janus Twenty Fund 62.75% 56.73% 43.40% 43.10% 25.30% 25.29% 25.30%
Janus Worldwide Fund 61.29% 55.28% 29.09% 28.64% N/A N/A 23.46%
RS Emerging Growth Fund 178.98% 172.98% 42.55% 42.26% 26.91% 26.84% 26.91%
After CDSC
10 Years or if
Less, Life of </TABLE>
Underlying
Fund Portfolio
16.72%
14.03%
32.70%
22.51%
25.29%
23.45%
26.84%
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The consolidated financial statements of GWL&A as of
December 31, 1999 and 1998 and each of the three years in
the period ended December 31, 1999, as well as the
financial statements of the Series Account for the years
ended December 31, 1999 and 1998, are included in Part B.
(b) Exhibits
Items (1), (2), (6) and (8) are incorporated by reference
to registrant's Form S-6 Registration Statement filed
February 21, 1984 and Pre-Effective Amendment No. 1
thereto filed June 29, 1984.
Item (9) is incorporated by reference to registrant's
Post-Effective Amendment No. 7 to Form N-4 registration
statement filed on April 30, 1987.
Items (4), (5) and (13) are incorporated by reference to
registrant's Post-Effective Amendment No. 11 to Form N-4
registration statement filed on May 1, 1989.
Item (3) is incorporated by reference to registrant's Post
Effective Amendment No. 23 to Form N-4 registration
statement filed on May 1 1997.
(7) Not Applicable
(10) (a) Written Consent of Jorden Burt Boros Cicchetti Berenson & Johnson, LLP
is incorporated by reference to registrant's Post Effective Amendment No. 28 to
Form N-4 registration statement filed April 27, 2000.
(b) Written Consent of Deloitte & Touche LLP is incorporated by reference to
registrant's Post Effective Amendment No. 28 to Form N-4 registration statement
filed April 27, 2000.
(11) Not Applicable
(12) Not Applicable
Item (13) is incorporated by reference to registrant's Post
Effective Amendment No. 23 to Form N-4 registration
statement filed on May 1 1997.
(14) Powers of Attorney are incorporated by reference to Registrant's Post
Effective Amendment Nos. 14, 20 and 22.
Item 25. Directors and Officers of the Depositor
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Position and Offices
Name Principal Business Address with Depositor
James Balog 2205 North Southwinds Boulevard Director
Vero Beach, Florida 39263
James W. Burns, O.C. (4) Director
Orest T. Dackow (3) Director
<PAGE>
Position and Offices
Name Principal Business Address with Depositor
Andre Desmarais (4) Director
Paul Desmarais, Jr. (4) Director
Robert G. Graham 574 Spoonbill Drive Director
Sarasota, FL 34236
Robert Gratton (5) Chairman
Kevin P. Kavanagh (1) Director
William Mackness 61 Waterloo Street Director
Winnipeg, Manitoba R3N 0S3
William T. McCallum (3) Director, President and
Chief Executive Officer
Jerry E.A. Nickerson H.B. Nickerson & Sons Limited Director
P.O. Box 130
275 Commercial Street
North Sydney, Nova Scotia B2A 3M2
P. Michael Pitfield, P.C., Q.C. (4) Director
Michel Plessis-Belair, F.C.A. (4) Director
Brian E. Walsh Trinity L.P. Director
115 Putnam Ave.
Greenwich, Connecticut
Michael R. Bracco (2) Senior Vice-President,
Employee Benefits
John A. Brown (3) Senior Vice-President,
Healthcare Markets
Donna A. Goldin (2) Executive Vice President
Chief Operating Officer,
One Corporation
Mitchell T. Graye (3) Executive Vice President,
Chief Financial Officer
Mark S. Hollen (3) Senior Vice President,
FASCorp
John T. Hughes (3) Senior Vice-President,
Chief Investment Officer
D. Craig Lennox (6) Senior Vice-President,
General Counsel and
Secretary
Steve H. Miller (2) Senior Vice-President,
Employee Benefits, Sales
<PAGE>
Position and Offices
Name Principal Business Address with Depositor
James D. Motz (2) Executive Vice-President,
Employee Benefits
Charles P. Nelson (3) Senior Vice-President,
Public Non-Profit Markets
Marty Rosenbaum (2) Senior Vice-President,
Employee Benefits
Gregg E. Seller (3) Senior Vice-President,
Government Markets
Robert K. Shaw (3) Senior Vice-President,
Individual Markets
George D. Webb (3) Senior Vice-President, Public/Non-
Profit Operations
Douglas L. Wooden (3) Executive Vice-President,
Financial Services
--------------------------------------
</TABLE>
(1) 100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5.
(2) 8505 East Orchard Road, Englewood, Colorado 80111.
(3) 8515 East Orchard Road, Englewood, Colorado 80111.
(4) Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, Canada
H2Y 2J3.
(5) Power Financial Corporation, 751 Victoria Square, Montreal, Quebec, Canada
H2Y 2J3.
(6) 8525 East Orchard Road, Englewood, Colorado 80111.
Item 26. Persons controlled by or under common control with the Depositor or
Registrant
See attached organizational chart on starting on page C-4.
<PAGE>
ORGANIZATIONAL CHART
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Power Corporation of Canada
100% - 2795957 Canada Inc.
100% - 171263 Canada Inc.
67.5% - Power Financial Corporation
81.1% - Great-West Lifeco Inc.
100% - The Great-West Life Assurance Company
100% - GWL&A Financial (Nova Scotia) Co.
100% GWL&A Financial, Inc.
100% - Great-West Life & Annuity Insurance Capital I
100% - Great-West Life & Annuity Insurance Company
100% - Alta Health & Life Insurance Company
100% - Alta Agency, Inc.
100% - First Great-West Life & Annuity Insurance Company
100% - GW Capital Management, LLC
100% - Orchard Capital Management, LLC
100% - Greenwood Investments, Inc.
100% - Financial Administrative Services Corporation
100% - One Corporation
100% - One Health Plan of Illinois, Inc.
100% - One Health Plan of Texas, Inc.
100% - One Health Plan of California, Inc.
100% - One Health Plan of Colorado, Inc.
100% - One Health Plan of Georgia, Inc.
100% - One Health Plan of North Carolina, Inc.
100% - One Health Plan of Washington, Inc.
100% - One Health Plan of Ohio, Inc.
100% - One Health Plan of Tennessee, Inc.
100% - One Health Plan of Oregon, Inc.
100% - One Health Plan of Florida, Inc.
100% - One Health Plan of Indiana, Inc.
100% - One Health Plan of Massachusetts, Inc.
100% - One Health Plan, Inc.
100% - One Health Plan of Alaska, Inc.
100% - One Health Plan of Arizona, Inc.
100% - One of Arizona, Inc.
100% - One Health Plan of Maine, Inc.
100% - One Health Plan of Nevada, Inc.
100% - One Health Plan of New Hampshire, Inc.
100% - One Health Plan of New Jersey, Inc.
100% - One Health Plan of South Carolina, Inc.
100% - One Health Plan of Wisconsin, Inc.
100% - One Health Plan of Wyoming, Inc.
100% - One Orchard Equities, Inc.
100% - Great-West Benefit Services, Inc.
100% - Benefits Communication Corporation
100% - BenefitsCorp Equities, Inc.
100% - Benefits Advisors, Inc.
100% - Greenwood Property Corporation
95% - Maxim Series Fund, Inc.*
100% - GWL Properties Inc.
100% - Great-West Realty Investments, Inc.
50% - Westkin Properties Ltd.
92%**- Orchard Series Fund
100% - Orchard Trust Company
100% - National Plan Coordinators of Delaware, Inc.
100% - NPC Securities, Inc.
100% - Deferred Comp of Michigan, Inc.
100% - National Plan Coordinators of Washington,Inc.
100% - National Plan Coordinators of Ohio, Inc.
100% - Renco, Inc.
100% - P.C. Enrollment Services & Insurance
Brokerage, Inc.
</TABLE>
* 5% New England Life Insurance Company
** 8% New England Life Insurance Company
Item 27. Number of Contractowners
On March 31, 2000, there were 22 owners of non-qualified contracts
and 35,949 of qualified contracts offered by Registrant.
Item 28. Indemnification
Provisions exist under the Colorado General Corporation Code and
the Bylaws of GWL&A whereby GWL&A may indemnify a director,
officer, or controlling person of GWL&A against liabilities arising
under the Securities Act of 1933. The following excerpts contain
the substance of these provisions:
Colorado Business Corporation Act
Article 109 - INDEMNIFICATION
Section 7-109-101. Definitions.
As used in this Article:
(1) "Corporation" includes any domestic or foreign entity
that is a predecessor of the corporation by reason of a
merger, consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of the
transaction.
(2) "Director" means an individual who is or was a
director of a corporation or an individual who, while a
director of a corporation, is or was serving at the
corporation's request as a director, officer, partner,
trustee, employee, fiduciary or agent of another domestic
or foreign corporation or other person or employee benefit
plan. A director is considered to be serving an employee
benefit plan at the corporation's request if his or her
duties to the corporation also impose duties on or
otherwise involve services by, the director to the plan or
to participants in or beneficiaries of the plan.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation incurred with respect
to a proceeding to pay a judgment, settlement, penalty,
fine, including an excise tax assessed with respect to an
employee benefit plan, or reasonable expenses.
(5) "Official capacity" means, when used with respect to a
director, the office of director in the corporation and,
when used with respect to a person other than a director
as contemplated in Section 7-109-107, means the office in
the corporation held by the officer or the employment,
fiduciary, or agency relationship undertaken by the
employee, fiduciary, or agent on behalf of the
corporation. "Official capacity" does not include service
for any other domestic or foreign corporation or other
person or employee benefit plan.
(6)"Party" includes a person who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative and whether
formal or informal.
Section 7-109-102. Authority to indemnify directors.
(1) Except as provided in subsection (4) of this section,
a corporation may indemnify a person made a party to the
proceeding because the person is or was a director against
liability incurred in any proceeding if:
(a) The person conducted himself or herself in good faith;
(b) The person reasonably believed:
(I) In the case of conduct in an official capacity with the corporation, that
his or her conduct was in the corporation's best interests; or
(II) In all other cases, that his or her conduct was at least not opposed to the
corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no reasonable cause
to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee
benefit plan for a purpose the director reasonably
believed to be in the interests of the participants in or
beneficiaries of the plan is conduct that satisfies the
requirements of subparagraph (II) of paragraph (b) of
subsection (1) of this section. A director's conduct with
respect to an employee benefit plan for a purpose that the
director did not reasonably believe to be in the interests
of the participants in or beneficiaries of the plan shall
be deemed not to satisfy the requirements of subparagraph
(a) of subsection (1) of this section.
(3) The termination of any proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, is not, of itself,
determinative that the director did not meet the standard
of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or
(b) In connection with any proceeding charging
that the director derived an improper personal
benefit, whether or not involving action in his
official capacity, in which proceeding the
director was adjudged liable on the basis that he
or she derived an improper personal benefit.
(5) Indemnification permitted under this section in
connection with a proceeding by or in the right of a
corporation is limited to reasonable expenses incurred in
connection with the proceeding.
Section 7-109-103. Mandatory Indemnification of Directors.
Unless limited by the articles of incorporation, a
corporation shall be required to indemnify a person who is
or was a director of the corporation and who was wholly
successful, on the merits or otherwise, in defense of any
proceeding to which he was a party, against reasonable
expenses incurred by him in connection with the
proceeding.
<PAGE>
Section 7-109-104. Advance of Expenses to Directors.
(1) A corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a
proceeding in advance of the final disposition of the
proceeding if:
(a) The director furnishes the corporation a written affirmation of his
good-faith belief that he has met the standard of conduct described in Section
7-109-102;
(b) The director furnishes the corporation a
written undertaking, executed personally or on the
director's behalf, to repay the advance if it is
ultimately determined that he or she did not meet
such standard of conduct; and
(c) A determination is made that the facts then
know to those making the determination would not
preclude indemnification under this article.
(2) The undertaking required by paragraph (b) of
subsection (1) of this section shall be an unlimited
general obligation of the director, but need not be
secured and may be accepted without reference to financial
ability to make repayment.
(3) Determinations and authorizations of payments under
this section shall be made in the manner specified in
Section 7-109-106.
Section 7-109-105. Court-Ordered Indemnification of Directors.
(1) Unless otherwise provided in the articles of
incorporation, a director who is or was a party to a
proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court,
after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines the director is entitled to
mandatory indemnification under section 7-109-103,
the court shall order indemnification, in which
case the court shall also order the corporation to
pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly
and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not
the director met the standard of conduct set forth
in section 7-109-102 (1) or was adjudged liable in
the circumstances described in Section 7-109-102
(4), the court may order such indemnification as
the court deems proper; except that the
indemnification with respect to any proceeding in
which liability shall have been adjudged in the
circumstances described Section 7-109-102 (4) is
limited to reasonable expenses incurred in
connection with the proceeding and reasonable
expenses incurred to obtain court-ordered
indemnification.
Section 7-109-106. Determination and Authorization of Indemnification of
Directors.
(1) A corporation may not indemnify a director under
Section 7-109-102 unless authorized in the specific case
after a determination has been made that indemnification
of the director is permissible in the circumstances
because he has met the standard of conduct set forth in
Section 7-109-102. A corporation shall not advance
expenses to a director under Section 7-109-104 unless
authorized in the specific case after the written
affirmation and undertaking required by Section
7-109-104(1)(a) and (1)(b) are received and the
determination required by Section 7-109-104(1)(c) has been
made.
(2) The determinations required to be made subsection (1) of this section shall
be made:
(a) By the board of directors by a majority vote
of those present at a meeting at which a quorum is
present, and only those directors not parties to
the proceeding shall be counted in satisfying the
quorum.
(b) If a quorum cannot be obtained, by a majority
vote of a committee of the board of directors
designated by the board of directors, which
committee shall consist of two or more directors
not parties to the proceeding; except that
directors who are parties to the proceeding may
participate in the designation of directors for
the committee.
(3) If a quorum cannot be obtained as contemplated in
paragraph (a) of subsection (2) of this section, and the
committee cannot be established under paragraph (b) of
subsection (2) of this section, or even if a quorum is
obtained or a committee designated, if a majority of the
directors constituting such quorum or such committee so
directs, the determination required to be made by
subsection (1) of this section shall be made:
(a) By independent legal counsel selected by a
vote of the board of directors or the committee in
the manner specified in paragraph (a) or (b) of
subsection (2) of this section or, if a quorum of
the full board cannot be obtained and a committee
cannot be established, by independent legal
counsel selected by a majority vote of the full
board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same
manner as the determination that indemnification is
permissible; except that, if the determination that
indemnification is permissible is made by independent
legal counsel, authorization of indemnification and
advance of expenses shall be made by the body that
selected such counsel.
Section 7-109-107. Indemnification of Officers, Employees, Fiduciaries, and
Agents.
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory
indemnification under section 7-109-103, and is
entitled to apply for court-ordered
indemnification under section 7-109-105, in each
case to the same extent as a director;
(b) A corporation may indemnify and advance expenses to an officer, employee,
fiduciary, or agent of the corporation to the same extent as a director; and
(c) A corporation may indemnify and advance
expenses to an officer, employee, fiduciary, or
agent who is not a director to a greater extent,
if not inconsistent with public policy, and if
provided for by its bylaws, general or specific
action of its board of directors or shareholders,
or contract.
Section 7-109-108. Insurance.
A corporation may purchase and maintain insurance
on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation and who,
while a director, officer, employee, fiduciary, or agent
of the corporation, is or was serving at the request of
the corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of any other domestic or
foreign corporation or other person or of an employee
benefit plan against any liability asserted against or
incurred by the person in that capacity or arising out of
his or her status as a director, officer, employee,
fiduciary, or agent whether or not the corporation would
have the power to indemnify the person against such
liability under the Section 7-109-102, 7-109-103 or
7-109-107. Any such insurance may be procured from any
insurance company designated by the board of directors,
whether such insurance company is formed under the laws of
this state or any other jurisdiction of the United States
or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through
stock ownership or otherwise.
<PAGE>
Section 7-109-109. Limitation of Indemnification of Directors.
(1) A provision concerning a corporation's indemnification
of, or advance of expenses to, directors that is contained
in its articles of incorporation or bylaws, in a
resolution of its shareholders or board of directors, or
in a contract, except for an insurance policy or
otherwise, is valid only to the extent the provision is
not inconsistent with Sections 7-109-101 to 7-109-108. If
the articles of incorporation limit indemnification or
advance of expenses, indemnification or advance of
expenses are valid only to the extent not inconsistent
with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a
corporation's power to pay or reimburse expenses incurred
by a director in connection with an appearance as a
witness in a proceeding at a time when he or she has not
been made a named defendant or respondent in the
proceeding.
Section 7-109-110. Notice to Shareholders of Indemnification of Director.
If a corporation indemnifies or advances expenses
to a director under this article in connection with a
proceeding by or in the right of the corporation, the
corporation shall give written notice of the
indemnification or advance to the shareholders with or
before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at
the instigation of the board of directors, such notice
shall be given to the shareholders at or before the time
the first shareholder signs a writing consenting to such
action.
Bylaws of GWL&A
Article II, Section 11. Indemnification of Directors.
----------------------------
The Company may, by resolution of the Board of Directors,
indemnify and save harmless out of the funds of the Company to the
extent permitted by applicable law, any director, officer, or
employee of the Company or any member or officer of any committee,
and his heirs, executors and administrators, from and against all
claims, liabilities, costs, charges and expenses whatsoever that
any such director, officer, employee or any such member or officer
sustains or incurs in or about any action, suit, or proceeding that
is brought, commenced, or prosecuted against him for or in respect
of any act, deed, matter or thing whatsoever made, done, or
permitted by him in or about the execution of his duties of his
office or employment with the Company, in or about the execution of
his duties as a director or officer of another company which he so
serves at the request and on behalf of the Company, or in or about
the execution of his duties as a member or officer of any such
Committee, and all other claims, liabilities, costs, charges and
expenses that he sustains or incurs, in or about or in relation to
any such duties or the affairs of the Company, the affairs of such
Committee, except such claims, liabilities, costs, charges or
expenses as are occasioned by his own willful neglect or default.
The Company may, by resolution of the Board of Directors, indemnify
and save harmless out of the funds of the Company to the extent
permitted by applicable law, any director, officer, or employee of
any subsidiary corporation of the Company on the same basis, and
within the same constraints as, described in the preceding
sentence.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
Item 29. Principal Underwriter
(a) BenefitsCorp Equities, Inc. (BCE") currently distributes
securities of Great-West Variable Annuity Account A, Maxim Series
Account and Pinnacle Series Account in addition to those of the
Registrant.
(b) Directors and Officers of BCE
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Position and Offices
Name Principal Business Address with Underwriter
Charles P. Nelson (1) Chairman and President
Robert K. Shaw (1) Director
Mark S. Hollen (1) Director
David G. McLeod (1) Director
Gregg E. Seller 18101 Von Karman Ave. Director and Vice President
Suite 1460 Major Accounts
Irvine, CA 92715
Glen R. Derback (1) Treasurer
Beverly A. Byrne (1) Secretary
Teresa L. Buckley (1) Compliance Officer
------------
</TABLE>
(1) 8515 E. Orchard Road, Englewood, Colorado 80111
(c) Commissions and other compensation received by Principal Underwriter
during registrant's last fiscal year:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Net
Name of Underwriting Compensation
Principal Discounts and on Brokerage
Underwriter Commissions Redemption Commissions Compensation
BCE -0- -0- -0- -0-
</TABLE>
Item 30. Location of Accounts and Records
All accounts, books, or other documents required to be maintained
by Section 31(a) of the 1940 Act and the rules promulgated
thereunder are maintained by the registrant through GWL&A, 8515 E.
Orchard Road, Englewood, Colorado 80111.
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) Registrant undertakes to file a post-effective amendment
to this Registration Statement as frequently as is
necessary to ensure that the audited financial statements
in the Registration Statement are never more than 16
months old for so long as payments under the variable
annuity contracts may be accepted.
(b) Registrant undertakes to include either (1) as part of any
application to purchase a contract offered by the
Prospectus, a space that an applicant can check to request
a Statement of Additional Information, or (2) a postcard
or similar written communication affixed to or included in
the Prospectus that the applicant can remove to send for a
Statement of Additional Information.
(c) Registrant undertakes to deliver any Statement of
Additional Information and any financial statements
required to be made available under this form promptly
upon written or oral request.
(d) Registrant represents that in connection with its offering
of Group Contracts as funding vehicles for retirement
plans meeting the requirement of Section 403(b) of the
Internal Revenue Code of 1986, as amended, Registrant is
relying on the no-action letter issued by the Office of
Insurance Products and legal Compliance, Division of
Investment Management, to the American Council of Life
Insurance dated November 28, 1988 (Ref. No. IP-6-88), and
that the provisions of paragraphs (1) - (4) thereof have
been complied with.
(e) Registrant represents that in connection with its offering
of Group Contracts as funding vehicles under the Texas
Optional Retirement Program, Registrant is relying on the
exceptions provided in Rule 6c-7 of the Investment Company
Act of 1940 and that the provisions of paragraphs (a) -(d)
thereof have been complied with.
(f) GWL&A represents the fees and charges deducted under the
Contracts, in the aggregate, are reasonable in relation to
the services rendered, the expenses to be incurred and the
risks assumed by GWL&A.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets the
requirements for effectiveness under Rule 485(b) and has duly caused this
Post-Effective Amendment No. 29 to the Registration Statement on Form N-4 to be
signed on its behalf, in the City of Englewood, State of Colorado, on this
1st day of June 1, 2000.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FUTUREFUNDS SERIES ACCOUNT
(Registrant)
By: /s/ W.T. McCallum
William T. McCallum, President
and Chief Executive Officer of
Great-West Life & Annuity
Insurance Company
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY
(Depositor)
By: /s/ W.T. McCallum
William T. McCallum, President
and Chief Executive Officer
As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed by the following persons in the
capacities with Great-West Life & Annuity Insurance Company and on the dates
indicated:
Signature and Title Date
/s/ Robert Gratton* June 1, 2000
--------------------------------------------
Director and Chairman of the Board
(Robert Gratton)
/s/ W.T. McCallum June 1, 2000
--------------------------------------------
Director, President and Chief Executive
Officer (William T. McCallum)
/s/ Mitchell T.G. Graye June 1, 2000
--------------------------------------------
Executive Vice President and Chief
Financial Officer (Mitchell T.G. Graye)
/s/ James Balog* June 1, 2000
-----------------------------------------------
Director, (James Balog)
<PAGE>
Signature and Title Date
/s/ James W. Burns* June 1, 2000
------------------------------------------------ ---------------------
Director, (James W. Burns)
/s/ Orest T. Dackow* June 1, 2000
------------------------------------------------ ---------------------
Director (Orest T. Dackow)
June 1, 2000
------------------------------------------------------------ ---------------------
Director Andre Desmarais
/s/ Paul Desmarais, Jr*. June 1, 2000
------------------------------------------------- ---------------------
Director (Paul Desmarais, Jr.)
, 2000
-------------------------------------------- -----------------
Director (Robert G. Graham)
/s/ Kevin P. Kavanagh* June 1, 2000
--------------------------------------- --------------------
Director (Kevin P. Kavanagh)
, 2000
-------------------------------------- -----------------
Director (William Mackness)
/s/ Jerry E.A. Nickerson* June 1, 2000
---------------------------------------- --------------------
Director (Jerry E.A. Nickerson)
/s/ P. Michael Pitfield * June 1, 2000
---------------------------------------- --------------------
Director (P. Michael Pitfield)
/s/ Michel Plessis-Belair* June 1, 2000
------------ ---------------------------- --------------------
Director (Michel Plessis-Belair)
/s/ Brian E. Walsh * June 1, 2000
------------------------------------------------------ ---------------------
Director (Brian E. Walsh)
*By: /s/ D.C. Lennox June 1, 2000
--------------------------------------------- ---------------------
D. C. Lennox
Attorney-in-fact pursuant to Powers of Attorney filed under
Post-Effective Amendment Nos. 14, 20 and 22 to this Registration Statement.
</TABLE>
