UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-1737
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
(Exact name of registrant as specified in charter)
8515 E. Orchard Road, Greenwood Village, Colorado 80111
(Address of principal executive offices)
BEVERLY A. BYRNE
Vice-President and Counsel
Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Greenwood Village, Colorado 80111
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 737-3000
Date of fiscal year end: December 31
Date of reporting period: December 31, 2003
ITEM 1. REPORTS TO STOCKHOLDERS
INDEPENDENT AUDITORS' REPORT
To the Variable Annuity Account Committee and the Participants of Great-West
Variable Annuity Account A:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of the Great-West Variable Annuity Account A (the
"Account") as of December 31, 2003, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2003, by correspondence with the custodian.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Great-West Variable Annuity Account A as of December 31, 2003, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.
/s/Deloitte & Touch LLP
Deloitte & Touch LLP
February 13, 2004
Great-West Variable Annuity Account A
Annual Report
December 31, 2003
Great-West Variable Annuity Account A
Financial Statements and Financial Highlights for
the Years Ended December 31, 2003 and 2002
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2003
- -------------------------------------------------------------------------------------------------------
ASSETS:
Investments in securities, market value (1) $ 5,725,018
Cash 215,223
Dividends and interest receivable 13,579
Due from affiliate, net 418,216
--------------------
Total assets 6,372,036
--------------------
NET ASSETS $ 6,372,036
====================
NET ASSETS REPRESENTED BY:
Accumulation units - 374,153 units at $15.71 $ 5,876,858
Reserves for annuities in course of payment 495,178
--------------------
NET ASSETS $ 6,372,036
====================
(1) Cost of investments in securities: $ 4,604,563
See notes to financial statements.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
STATEMENT OF OPERATIONS
YEAR ENDED DECMBER 31, 2003
- --------------------------------------------------------------------------------------------------------
INVESTMENT INCOME:
Interest $ 212
Dividends 126,874
------------------
Total income 127,086
------------------
EXPENSES:
Administration 15,931
Mortality risks 21,541
Investment management and advisory services 25,963
Expense risks 3,836
------------------
Total expenses 67,271
------------------
NET INVESTMENT INCOME 59,815
------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments 205,240
Change in net unrealized appreciation on investments 1,076,895
------------------
Net realized and unrealized gain on investments 1,282,135
------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 1,341,950
==================
See notes to financial statements.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2003 AND 2002
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
2003 2002
--------------- ---------------
--------------- ---------------
OPERATIONS:
Net investment income $ 59,815 $ 54,996
Net realized gain (loss) on investments 205,240 (16,445)
Change in net unrealized appreciation on investments 1,076,895 (733,133)
--------------- ---------------
--------------- ---------------
Net increase (decrease) in net assets resulting from operations 1,341,950 (694,582)
--------------- ---------------
--------------- ---------------
UNIT TRANSACTIONS:
Surrenders (693,011) (209,228)
Annuity payments (98,154) (112,351)
Death payments (34,187)
Adjustments to net assets allocated to reserves for annuities
in course of payment 113,213 65,777
--------------- ---------------
--------------- ---------------
Net decrease in net assets resulting from unit transactions (677,952) (289,989)
--------------- ---------------
--------------- ---------------
Total increase (decrease) in net assets 663,998 (984,571)
NET ASSETS:
Beginning of period 5,708,038 6,692,609
--------------- ---------------
--------------- ---------------
End of period $ 6,372,036 $ 5,708,038
=============== ===============
=============== ===============
OTHER INFORMATION:
UNITS:
Redeemed during the year:
Surrender (48,159) (15,840)
Death (2,436)
--------------- ---------------
--------------- ---------------
Net decrease (48,159) (18,276)
=============== ===============
=============== ===============
See notes to financial statements.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Selected data for an accumulation unit for the periods indicated were as
follows:
Year Ended December 31,
------------------------------------------------------------------------
------------------------------------------------------------------------
2003 2002 2001 2000 1999
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------
Unit Value, Beginning of Period $ 12.4335 $ 13.9968 $ 14.3150 $ 12.4020 $ 11.9530
Income from Investment Operations
Net investment income 0.2517 0.1544 0.1532 0.1605 0.1170
Net realized and unrealized gain (loss) 3.0219 (1.7177) (0.4714) 1.7525 0.3320
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------
Total Income (Loss) From
Investment Operations w 3.2736 (1.5633) (0.3182) 1.9130 0.4490
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------
Unit Value, End of Period $ 15.7071 $ 12.4335 $ 13.9968 $ 14.3150 $ 12.4020
============ ============ =========== =========== ===========
============ ============ =========== =========== ===========
Total Return 26.33% (11.17%) (2.22%) 15.42% 3.76%
Net Assets, End of Period $ 5,876,858 $ 5,250,832 $ 6,166,806 $ 6,744,185 $ 7,595,677
Ratio of Expense to
Average Net Assets 1.21% 1.21% 1.27% 1.20% 1.22%
Ratio of Net Investment Income to
Average Net Assets 1.07% 0.94% 0.86% 1.40% 0.82%
Portfolio Turnover Rate 13.49% 37.55% 14.13% 15.42% 76.26%
w Net investment income and realized and unrealized gains (losses) are reflected
in the value of the accumulation units. Dividends are not declared from income
and capital gains are not distributed.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003
- --------------------------------------------------------------------------------
1. ORGANIZATION & SIGNIFICANT ACCOUNTING POLICIES
Great-West Variable Annuity Account A (Variable Annuity Account A) is a
separate and distinct investment fund established by The Great-West Life
Assurance Company (Great-West Life). On December 31, 1991, Variable
Annuity Account A was transferred to and the variable annuity contracts
were reinsured by Great-West Life & Annuity Insurance Company (GWL&A), a
wholly-owned subsidiary of Great-West Life. Variable Annuity Account A
is registered as an open-end diversified management investment company
under the Investment Company Act of 1940, and the registration under the
Securities Act of 1933 of the group variable annuity contracts funded by
Variable Annuity Account A became effective on November 27, 1968.
Purchase payments were first placed in Variable Annuity Account A on
January 3, 1969.
Effective April 6, 1984, Great-West Life ceased issuing variable annuity
contracts. Effective May 1, 1987, Great-West Life has not allowed new
participants to be enrolled under existing variable annuity contracts
and effective May 1, 1989, no additional contributions under existing
variable annuity contracts are being accepted.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates. The following is a summary of
the significant accounting policies of Variable Annuity Account A.
Security Valuation
Short-term securities with a maturity of 60 days or less are valued on
the basis of amortized cost. Equity securities are valued at the last
sale price as of the close of business of the exchange or valuation
time. Effective April 14, 2003, the Funds began utilizing the "NASDAQ
Official Closing Price" for securities principally traded on the NASDAQ
National Market System. Fixed income and other securities are valued by
independent pricing services approved by the Variable Annuity Account A
Committee. Securities for which market quotations are not readily
available are valued at fair value as determined in good faith by or
under the direction of the Variable Annuity Account A Committee.
Security Transactions
Security transactions are accounted for on the date the security is
purchased or sold (trade date). The cost of investments sold is
determined on the basis of specific identification.
Dividend income is accrued as of the ex-dividend date and interest
income, including amortization of discounts and premiums is recorded
daily.
Federal Income Taxes
The Variable Annuity Account A investment income is applied to increase
accumulation unit values. Under existing federal income tax rules,
Variable Annuity Account A investment income is not taxed to the extent
that it is applied to increase accumulation unit values. GWL&A reserves
the right to charge Variable Annuity Account A if such taxes are imposed
in the future.
Reserves For Annuities In Course of Payment
Net assets allocated to reserves for annuities in course of payment are
computed according to the 2000 Individual Annuitant Mortality Table. The
assumed investment return is 5 percent. The mortality risk is fully
borne by GWL&A and may result in additional amounts being transferred
into the variable annuity account by GWL&A to cover greater longevity of
annuitants than expected. Conversely, if amounts allocated exceed
amounts required, transfers may be made to GWL&A. At December 31, 2003,
Variable Annuity Account A recorded a receivable from GWL&A of $424,602
to cover greater longevity of annuitants than expected.
2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
GWL&A provides administrative services to Variable Annuity Account A and
has assumed mortality and expense risks of the contracts. Effective
November 1, 1996, GW Capital Management, LLC, doing business as Maxim
Capital Management, LLC, a wholly-owned subsidiary of GWL&A, serves as
investment adviser. A daily deduction of .0033052% (an effective annual
rate of 1.2064%) is made from the gross investment income of Variable
Annuity Account A. This deduction, expressed on an annual basis, is
broken down as follows: 0.2857% for administrative expenses, 0.3863% for
mortality risks, 0.0688% for expense risks, and 0.4656% for investment
management and advisory services.
Contract benefit payments are advanced by GWL&A to contract holders on
behalf of Variable Annuity Account A. Variable Annuity Account A
reimburses GWL&A for these payments periodically.
As of December 31, 2003, there were 39 funds for which the committee
members served as Directors or Trustees, one of which is Variable
Annuity Account A. The total compensation paid to the independent
directors with respect to all funds for which they serve as Directors or
Trustees was $78,750 for the year ended December 31, 2003. Certain
officers of Variable Annuity Account A are also directors and/or
officers of GWL&A or its subsidiaries. No officer or interested
committee member of Variable Annuity Account A receives any compensation
directly from Variable Annuity Account A.
3. PURCHASES AND SALES OF INVESTMENT SECURITIES
For the year ended December 31, 2003, the aggregate cost of purchases
and proceeds from sales of investment securities (excluding all U.S.
Government securities and short-term securities) were $734,457 and
$1,513,617, respectively. For the year ended December 31, 2003, there
were no purchases or sales of long-term U.S. Government securities.
4. ACCUMULATION UNIT VALUES
VALUATION ACCUMULATION VALUATION ACCUMULATION
DATE UNIT VALUE DATE UNIT VALUE
-------------------------- -------------------------- ------------------------ ---------------------------
January 3, 1969 $ 1.00000000 March 31, 1972 $ 1.50937876
March 28, 1969 $ 1.07468400 June 30, 1972 $ 1.46441659
June 27, 1969 $ 1.07583259 September 29, 1972 $ 1.41141921
September 30, 1969 $ 1.04319336 December 31, 1972 $ 1.43641768
December 31, 1969 $ 1.05956294 March 30, 1973 $ 1.14518173
March 31, 1970 $ 1.05322327 June 29, 1973 $ .94975920
June 30, 1970 $ .86337212 September 28, 1973 $ 1.12752636
September 30, 1970 $ .98057690 December 31, 1973 $ .98798465
December 31, 1970 $ 1.08416020 March 29, 1974 $ .92504974
March 31, 1971 $ 1.28783953 June 28, 1974 $ .84636772
June 30, 1971 $ 1.31417688 September 30, 1974 $ .69582357
September 30, 1971 $ 1.34600160 December 31, 1974 $ .76438983
December 31, 1971 $ 1.40624309 March 31, 1975 $ .85484991
(Continued)
4. ACCUMULATION UNIT VALUES (Continued)
VALUATION ACCUMULATION VALUATION ACCUMULATION
DATE UNIT VALUE DATE UNIT VALUE
-------------------------- -------------------------- ------------------------ ---------------------------
June 30, 1975 $ .94523691 September 30, 1987 $ 3.58107036
September 30, 1975 $ .86720026 December 31, 1987 $ 2.90927633
December 31, 1975 $ .89703274 March 31, 1988 $ 3.03211290
March 31, 1976 $ 1.02654318 June 30, 1988 $ 3.14170371
June 30, 1976 $ 1.04254066 December 31, 1988 $ 3.24632490
September 30, 1976 $ 1.02175714 March 31, 1989 $ 3.40048089
December 31, 1976 $ 1.06312535 June 30, 1989 $ 3.66057985
March 31, 1977 $ .96668709 September 30, 1989 $ 4.03595925
June 30, 1977 $ .97779837 December 31, 1989 $ 4.16667314
September 30, 1977 $ .91543186 March 31, 1990 $ 4.10420565
December 31, 1977 $ .91330430 June 30, 1990 $ 4.40575331
March 31, 1978 $ .88025820 September 30, 1990 $ 3.95067300
June 30, 1978 $ .94981303 December 31, 1990 $ 4.09586804
September 30, 1978 $ 1.02175412 March 31, 1991 $ 4.67731834
December 31, 1978 $ .94566769 June 30, 1991 $ 4.46997251
March 31, 1979 $ 1.03700469 September 30, 1991 $ 4.70629835
June 30, 1979 $ 1.03384794 December 31, 1991 $ 5.17489662
September 30, 1979 $ 1.07966980 March 31, 1992 $ 5.00089395
December 31, 1979 $ 1.09861144 June 30, 1992 $ 4.90045709
March 31, 1980 $ 1.02778990 September 30, 1992 $ 4.94334533
June 30, 1980 $ 1.15888482 December 31, 1992 $ 5.39680799
September 30, 1980 $ 1.24125856 March 31, 1993 $ 5.70268053
December 31, 1980 $ 1.34937658 June 30, 1993 $ 5.91443136
March 31, 1981 $ 1.34420316 September 30, 1993 $ 6.20352631
June 30, 1981 $ 1.31151501 December 31, 1993 $ 6.24551098
September 30, 1981 $ 1.21957549 March 31, 1994 $ 6.07099873
December 31, 1981 $ 1.34034823 June 30, 1994 $ 5.98373289
March 31, 1982 $ 1.22060069 September 30, 1994 $ 6.21184797
June 30, 1982 $ 1.21747890 December 31, 1994 $ 6.07070336
September 30, 1982 $ 1.32107048 March 31, 1995 $ 6.43386353
December 31, 1982 $ 1.54829628 June 30, 1995 $ 6.93539739
March 31, 1983 $ 1.72492408 September 30, 1995 $ 7.34349110
June 30, 1983 $ 1.88999803 December 31, 1995 $ 7.50058268
September 30, 1983 $ 1.85391985 March 31, 1996 $ 7.97167430
December 31, 1983 $ 1.86959830 June 30, 1996 $ 8.16277408
March 31, 1984 $ 1.77987261 September 30, 1996 $ 8.36088935
June 30, 1984 $ 1.74123169 December 31, 1996 $ 8.76699327
September 30, 1984 $ 1.89436321 March 31, 1997 $ 9.10319430
December 31, 1984 $ 1.94021457 June 30, 1997 $ 9.87479147
March 31, 1985 $ 2.11639231 September 30, 1997 $ 10.11055595
June 30, 1985 $ 2.31593116 December 31, 1997 $ 10.66148379
September 30, 1985 $ 2.17502453 March 31, 1998 $ 10.99141808
December 31, 1985 $ 2.50415588 June 30, 1998 $ 11.46520474
March 31, 1986 $ 2.92575544 September 30, 1998 $ 9.63105524
June 30, 1986 $ 3.12894373 December 31, 1998 $ 11.95317612
September 30, 1986 $ 2.79849885 March 31, 1999 $ 12.29221948
December 31, 1986 $ 2.92996949 June 30, 1999 $ 13.52815376
March 31, 1987 $ 3.45357315 September 30, 1999 $ 12.49689723
June 30, 1987 $ 3.47692861 December 31, 1999 $ 12.40218931
(Continued)
4. ACCUMULATION UNIT VALUES (Continued)
VALUATION ACCUMULATION VALUATION ACCUMULATION
DATE UNIT VALUE DATE UNIT VALUE
-------------------------- -------------------------- ------------------------ ---------------------------
March 31, 2000 $ 12.53233074 March 31, 2002 $ 15.05815490
June 30, 2000 $ 12.24858685 June 30, 2002 $ 14.19273347
September 30, 2000 $ 13.38557109 September 30, 2002 $ 11.81737430
December 31, 2000 $ 14.31497677 December 31, 2002 $ 12.43353369
March 31, 2001 $ 13.73607754 March 31, 2003 $ 11.56298533
June 30, 2001 $ 14.31362550 June 30, 2003 $ 13.53742761
September 30, 2001 $ 12.85597815 September 30, 2003 $ 13.93933144
December 31, 2001 $ 13.99677835 December 31, 2003 $ 15.70708492
(Concluded)
Variable Annuity Account A
COMMON STOCK
AEROSPACE & DEFENSE --- 2.89%
1,350 Lockheed Martin Corp 69,390
3,200 Rockwell Collins 96,096
$165,486
AUTO PARTS & EQUIPMENT --- 3.25%
1,600 Johnson Controls Inc 185,792
$185,792
BANKS --- 11.78%
4,040 Bank One Corp 184,184
4,150 Regions Financial Corp 154,380
5,000 SouthTrust Corp 163,650
3,700 Wachovia Corp 172,383
$674,597
BUILDING MATERIALS --- 2.91%
3,500 Vulcan Materials Co 166,495
$166,495
CHEMICALS --- 2.80%
2,500 PPG Industries Inc 160,050
$160,050
COMMUNICATIONS - EQUIPMENT --- 2.33%
9,500 Motorola Inc 133,665
$133,665
COMPUTER HARDWARE & SYSTEMS --- 3.32%
5,600 Dell Inc* 190,174
$190,174
ELECTRIC COMPANIES --- 3.23%
4,300 Consolidated Edison Inc 184,943
$184,943
ELECTRONIC INSTRUMENT & EQUIP --- 1.99%
3,200 Rockwell Automation Inc 113,920
$113,920
ELECTRONICS - SEMICONDUCTOR --- 2.47%
4,400 Intel Corp 141,680
$141,680
FOOD & BEVERAGES --- 2.02%
1,500 Hershey Foods Corp 115,485
$115,485
HOUSEHOLD GOODS --- 7.56%
2,900 Kimberly-Clark Corp 171,361
4,500 Leggett & Platt Inc 97,335
5,900 Maytag Corp 164,315
$433,011
INSURANCE RELATED --- 11.21%
4,100 Allstate Corp 176,382
2,600 Hartford Financial Services Group Inc 153,478
3,800 Lincoln National Corp 153,406
3,475 Torchmark Corp 158,252
$641,518
LEISURE & ENTERTAINMENT --- 3.21%
10,220 Time Warner Inc* 183,858
$183,858
OFFICE EQUIPMENT & SUPPLIES --- 2.41%
10,000 Xerox Corp* 138,000
$138,000
OIL & GAS --- 7.64%
2,424 Exxon Mobil Corp 99,384
2,100 Schlumberger Ltd 114,912
3,330 Sunoco Inc 170,330
2,200 Transocean Inc* 52,822
$437,448
PHARMACEUTICALS --- 5.13%
3,200 Johnson & Johnson 165,312
2,780 Merck & Co Inc 128,436
$293,748
PRINTING & PUBLISHING --- 3.27%
2,100 Gannett Co Inc 187,236
$187,236
RESTAURANTS --- 2.95%
5,100 Brinker International Inc* 169,116
$169,116
RETAIL --- 7.15%
4,400 Albertson's Inc 99,660
4,600 Costco Wholesale Corp* 171,028
3,050 Sears Roebuck & Co 138,745
$409,433
TELEPHONE & TELECOMMUNICATIONS --- 1.14%
2,500 SBC Communications Inc 65,175
$65,175
TEXTILES --- 2.42%
3,900 Liz Claiborne Inc 138,294
$138,294
UTILITIES --- 6.92%
3,500 Constellation Energy Group 137,060
5,000 Duke Energy Corp 102,250
4,600 NICOR Inc 156,584
$395,894
TOTAL COMMON STOCK --- 100.00% $5,725,018
(Cost $4,604,563)
TOTAL VARIABLE ANNUITY ACCOUNT A --- 100% $5,725,018
(Cost $4,604,563)
Legend
* Non-income Producing Security
See Notes to Financial Statements.
ACCOUNT COMMITTEE MEMBERS AND OFFICERS (UNAUDITED)
The operation of the Account is subject to the direction and approval of the
Committee in accordance with the Rules and Regulations of the Account. The
Committee performs the functions of the Board of Directors of an incorporated
investment company. The Rules and Regulations of the Account provide for a
Committee of not less than five nor more than fifteen members to be elected by
Participants at annual meetings. The term of office for each Committee Member is
one year.
- ---------------------------------------------------------------------------------------------------
INDEPENDENT* COMMITTEE MEMBERS
- ---------------------------------------------------------------------------------------------------
- --------------- ------------ ------------- ---------------------------- ---------- ---------------
Name and age Position(s) Term of Principal Occupation(s) Number of Other
Held with Office during Past 5 Years Portfolios Directorships
Fund (Length of in Fund Held by
Time Served) Complex Committee
Overseen Member
by
Committee
Member
- --------------- ------------ ------------- ---------------------------- ----------- ---------------
- --------------- ------------ ------------- ---------------------------- ----------- ---------------
Rex Jennings Committee March 22, President Emeritus, Denver 39 Trustee,
(78) Member 1988 to Metro Chamber of Commerce Orchard
present Series Fund,
Director,
Maxim Series
Fund
- --------------- ------------ ------------- ---------------------------- ----------- ---------------
- --------------- ------------ ------------- ---------------------------- ----------- ---------------
Richard P. Committee April 30, Retired Educator 39 Trustee,
Koeppe (71) Member 1987 to Orchard
present Series Fund,
Director,
Maxim Series
Fund
- --------------- ------------ ------------- ---------------------------- ----------- ---------------
- --------------- ------------ ------------- ---------------------------- ----------- ---------------
Sanford Committee March 19, Attorney, Firm of Zisman, 39 Trustee,
Zisman (63) Member 1982 to Ingraham and Daniel, P.C. Orchard
present Series Fund,
Director,
Maxim Series
Fund; Jones
Intercable,
Inc.
- --------------- ------------ ------------- ---------------------------- ----------- ---------------
- ---------------------------------------------------------------------------------------------------
INTERESTED* COMMITTEE MEMBERS AND OFFICERS
- ---------------------------------------------------------------------------------------------------
- --------------- ------------ -------------- --------------------------- ---------- ---------------
Name and age Position(s) Term of Principal Occupation(s) Number of Other
Held with Office during Past 5 Years Portfolios Directorships
Fund (Length of in Fund Held by
Time Served) Complex Committee
Overseen Member
by
Committee
Member
- --------------- ------------ -------------- --------------------------- ----------- ---------------
- --------------- ------------ -------------- --------------------------- ----------- ---------------
William T. Committee June 1, 2000 President and Chief 39 Trustee,
McCallum (61) Member and to present Executive Officer of Orchard
President Great-West Life & Annuity Series Fund,
Insurance Company; Director,
President and Chief Maxim Series
Executive Officer, United Fund;
States Operations, The Director,
Great-West Life Assurance Great-West
Company (1990 to Lifeco Inc.,
present); Co-President Great-West
and Chief Executive Life &
Officer of Great-West Annuity
Lifeco Inc.; President Insurance
and Chief Executive Company,
Officer of GWL&A First
Financial Inc.; President Great-West
and Chief Executive Life &
Officer of First Annuity
Great-West Life & Annuity Insurance
Insurance Company Company, and
GWL&A
Financial Inc.
- --------------- ------------ -------------- --------------------------- ----------- ---------------
- --------------- ------------ -------------- --------------------------- ----------- ---------------
Mitchell Committee June 1, 2000 Executive Vice President 39 Trustee,
T.G. Graye Member to present and Chief Financial Orchard
(48) Officer of Great-West Series Fund,
Life & Annuity Insurance Director,
Company; Executive Vice Maxim Series
President and Chief Fund,
Financial Officer, United Manager, GW
States Operations, The Capital
Great-West Life Assurance Management,
Company; Executive Vice LLC and
President and Chief Orchard
Operating Officer, One Capital
Benefits, Inc.; Executive Management,
Vice President and Chief LLC,
Financial Officer of Director,
GWL&A Financial Inc.; Orchard Trust
President, GW Capital Company and
Management, LLC and Financial
Orchard Capital Administrative
Management, LLC; Services
Executive Vice President, Corporation
Orchard Trust Company
- --------------- ------------ -------------- --------------------------- ----------- ---------------
- --------------- ------------ -------------- --------------------------- ----------- ---------------
Graham Treasurer November 29, Senior Vice President, 39 Director,
McDonald (57) 2001 to Corporate Finance and Greenwood
present Investment Operations; Investments,
Treasurer, GW Capital LLC
Management, LLC, Orchard
Capital Management, LLC,
Orchard Series Fund and
Maxim Series Fund;
President, Greenwood
Investments, LLC
- --------------- ------------ -------------- --------------------------- ----------- ---------------
- --------------- ------------ -------------- --------------------------- ----------- ---------------
Beverly A. Secretary April 10, Vice President and 39 None
Byrne (48) 1997 to Counsel, U.S. Operations,
present The Great-West Life
Assurance Company and
Orchard Trust Company;
Vice President, Counsel
and Associate Secretary,
Great-West Life & Annuity
Insurance Company, GWL&A
Financial Inc., First
Great-West Life & Annuity
Insurance Company; Canada
Life Insurance Company of
America, Vice President,
Counsel and Secretary,
Financial Administrative
Services Corporation and
EMJAY Corporation;
Secretary, GW Capital
Management, LLC, One
Orchard Equities, Inc.
Greenwood Investments,
LLC, GWFS Equities,
Inc., Canada Life of
America Financial
Services, Inc.,
Great-West Retirement
Services, Inc., Advised
Assets Group, LLC, Maxim
Series Fund, and Orchard
Series Fund
- --------------- ------------ -------------- --------------------------- ----------- ---------------
* A Committee Member who is not an "interested person" (as defined in the
Investment Company Act of 1940) of the Account is referred to as an
"Independent Committee Member." An "Interested Committee Member" refers to a
Committee Member or officer who is an "interested person" of the Account by
virtue of their affiliation with either the Account or GW Capital
Management, LLC.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A - MEETING OF PARTICIPANTS (UNAUDITED)
A Meeting of Participants was held on April 7, 2003 at 8525 East Orchard Road,
Greenwood Village, Colorado for the following purposes:
(1) To elect members of the Great-West Variable Annuity Account A Committee to
serve until their successors are elected and qualified;
(2) To ratify or reject the selection of Deloitte & Touche, LLP as independent
auditors for the Great-West Variable Annuity Account A for the fiscal year
ending December 31, 2003; and
(3) To transact any other business which may properly come before the meeting or
any adjournment or adjournments thereof.
The votes cast for the election of R.P. Koeppe as a Committee Member were:
For: 179,203.1306
Against: 0
Abstain: 0
The votes cast for the election of R. Jennings as a Committee Member were:
For: 179,203.1306
Against: 0
Abstain: 0
The votes cast for the election of M.T.G. Graye as a Committee Member were:
For: 179,203.1306
Against: 0
Abstain: 0
The votes cast for the election of W.T. McCallum as a Committee Member were:
For: 179,203.1306
Against: 0
Abstain: 0
The votes cast for the election of S. Zisman as a Committee Member were:
For: 179,203.1306
Against: 0
Abstain: 0
The votes cast to ratify or reject the selection of Deloitte & Touche as
independent auditors for the Great-West Variable Annuity Account A were:
For: 178,390.1324
Against: 0
Abstain: 812.9982
ITEM 2. CODE OF ETHICS
(a) As of the end of the period covered by this report, the registrant has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. A
copy of the code of ethics is filed as an exhibit to this Form N-CSR.
(b) For purposes of this item, "code of ethics" means written standards that are
reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) During the period covered by the report, there have not been any amendments
to the provisions of the code of ethics.
(d) During the period covered by the report, the registrant has not granted any
express or implicit waivers from the provisions of the code of ethics.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
Mr. Sanford Zisman is the audit committee financial expert and is "independent,"
pursuant to general instructions on Form N-CSR Item 3.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the principal accountant for the audit
of the registrant's annual financial statements or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were: $7,000.00 for
fiscal year 2002 and $7,100.00 for fiscal year 2003.
(b) Audit-Related Fees. Not applicable.
(c) Tax Fees. Not applicable.
(d) All Other Fees. Not applicable.
(e)(1) Audit Committee's Pre-Approval Policies and Procedures, pursuant to Item
4 of Form N-CSR:
Pre-Approval of Audit Services. The Audit Committee must approve prior to
retention all audit, review or attest engagements required under the securities
laws that are provided to the registrant by its independent auditors. The Audit
Committee will not grant such approval to any auditors that are proposed to
perform an audit for the registrant if a chief executive officer, controller,
chief financial officer, chief accounting officer or any person serving in an
equivalent position for the registrant that is responsible for the financial
reporting or operations of the registrant was employed by those auditors and
participated in any capacity in an audit of the registrant during the year
period (or such other period proscribed under SEC rules) preceding the date of
initiation of such audit.
Pre-Approval of Non-Audit Services. The Audit Committee must pre-approve any
non-audit services, including tax services, to be provided to the registrant by
its independent auditors (except those within applicable de minimis statutory or
regulatory exceptions)(1) provided that the registrant's auditors will not
provide the following non-audit services to the registrant: (a) bookkeeping or
other services related to the accounting records or financial statements of the
registrant; (b) financial information systems design and implementation; (c)
appraisal or valuation services, fairness opinions, or contribution-in-kind
reports; (d) actuarial services; (e) internal audit outsourcing services; (f)
management functions or human resources; (g) broker-dealer, investment adviser,
or investment banking services; (h) legal services; (i) expert services
unrelated to the audit; and (j) any other service that the Public Company
Accounting Oversight Board determines, by regulation, is impermissible.(2)
Pre-approval with respect to Non-Registrant Entities. The Audit Committee must
pre-approve any non-audit services that relate directly to the operations and
financial reporting of the registrant (except those within applicable de minimis
statutory or regulatory exceptions)(3) to be provided by the registrant's
- --------
(1) No pre-approval is required as to non-audit services provided to the
registrant if: (a) the aggregate amount of all non-audit services provided to
the registrant constitute not more than 5% of the total amount of revenues paid
by the registrant to the independent auditors during the fiscal year in which
the services are provided; (b) these services were not recognized by the
registrant at the time of the engagement to be non-audit services; and (c) the
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee prior to the completion of the audit.
(2) With respect to the prohibitions on (a) bookkeeping; (b) financial
information systems design and implementation; (c) appraisal, valuation,
fairness opinions, or contribution-in-kind reports; (d) actuarial; and (e)
internal audit outsourcing, such services are permitted to be provided if it is
reasonable to conclude that the results of these services will not be subject to
audit procedures during an audit of the audit client's financial statements.
(3) For non-audit services provided to the adviser and entities in a control
relationship with the adviser, no pre-approval is required if: (a) the aggregate
amount of all non-audit services provided constitute not more than 5% of the
total amount of revenues paid to the independent auditors during the fiscal year
in which the services are provided to the registrant, the registrant's
investment adviser, and any entity controlling, controlled by, or under common
control with the investment adviser if that entity provides ongoing services to
the registrant; (b) these services were not recognized by the registrant at the
time of the engagement to be non-audit services; and (c) the services are
promptly brought to the attention of the Audit Committee and approved by the
Audit Committee prior to the completion of the audit.
auditors to (a) the registrant's investment adviser; and (b) any entity
controlling, controlled by, or under common control with the investment adviser
if that entity provides ongoing services to the registrant.(4) The Audit
Committee may approve audit and non-audit services on a case-by-case basis or
adopt pre-approval policies and procedures that are detailed as to a particular
service, provided that the Audit Committee is informed promptly of each service,
or use a combination of these approaches.
Delegation. The Audit Committee may delegate pre-approval authority to one or
more of the Audit Committee's members. Any member or members to whom such
pre-approval authority is delegated must report any pre-approval decisions to
the Audit Committee at its next scheduled meeting.
(e) (2) Not applicable.
(f) Not applicable.
(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's investment
adviser (not including any sub-adviser whose role is primarily portfolio
management and is subcontracted with or overseen by another investment adviser),
and any entity controlling, controlled by, or under common control with the
adviser that provides ongoing services to the registrant for fiscal year 2002
equaled $527,000.00, and for fiscal year 2003 equaled $1,035,850.00.
(h) The registrant's audit committee of the board of directors has considered
whether the provision of non-audit services that were rendered to the
registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal accountant's
independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Mr. Sanford Zisman, Chairman; Mr. Richard P. Koeppe; and Mr. Rex Jennings
comprise the separately designated standing audit committee pursuant to general
instructions on Form N-CSR Item 5.
ITEM 6. [RESERVED]
(4) No pre-approval is required by the Audit Committee as to non-audit services
provided to any registrant sub-adviser that primarily provides portfolio
management services and is under the direction of another investment adviser and
is not affiliated with the registrant's primary investment adviser.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not Applicable.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES
(a) The registrant's principal executive officer and principal financial officer
have concluded, based upon their evaluation of the registrant's disclosure
controls and procedures as conducted within 90 days of the filing date of this
report, that these disclosure controls and procedures provide reasonable
assurance that material information required to be disclosed by the registrant
in the report it files or submits on Form N-CSR is recorded, processed,
summarized and reported, within the time periods specified in the commission's
rules and forms and that such material information is accumulated and
Communicated to the registrant's management, including its principal executive
officer and principal financial officer, as appropriate, in order to allow
timely decisions regarding required disclosure.
(b) The registrant's principal executive officer and principal financial officer
are aware of no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 10. EXHIBITS
(a) (1) Code of Ethics required by Item 2 of Form N-CSR is filed herewith.
(2) A separate certification for each principal executive and principal
financial officer as required by Rule 30a-2 under the Investment Company Act of
1940 is attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
By:
/s/ W.T. McCallum
W. T. McCallum
President
Date: February 25, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By:
/s/ W.T. McCallum
W. T. McCallum
President
Date: February 25, 2004
By:
/s/ G.R. McDonald
G. R. McDonald
Treasurer
Date: February 25, 2004