SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
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Great-West Variable Annuity Account A
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of Each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration No.:
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(3) Filing Party:
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(4) Date Filed:
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GREAT-WEST VARIABLE ANNUITY ACCOUNT A
8515 E. Orchard Road, Greenwood Village, Colorado 80111
NOTICE OF ANNUAL MEETING - April 16, 2004
To The Participants of Great-West Variable Annuity Account A:
You are hereby notified that, pursuant to the Rules and Regulations of
Great-West Variable Annuity Account A, the Annual Meeting of its Participants
will be held at 8525 E. Orchard Road, Greenwood Village, Colorado 80111 on
Monday, April 16, 2004 at 10:30 a.m. for the following purposes:
(1) To elect members of the Variable Annuity Account 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 Account A for the fiscal year ending
December 31, 2004; and
(3) To transact any other business which may properly come before the
meeting or any adjournment or adjournments thereof.
Each person who was a Participant on February 27, 2004 has the right to vote at
this meeting.
The matters referred to above are discussed in detail in the Proxy Statement
attached to this Notice.
It is important that as many Participants as practicable be represented at the
meeting. Whether or not you expect to attend the meeting, you are requested to
complete the enclosed Proxy and return it promptly in the enclosed postage
prepaid envelope to Great-West Life & Annuity Insurance Company, 8515 E. Orchard
Road, Attention: Financial Control, 1T2, Greenwood Village, Colorado 80111. You
may revoke or revise the Proxy at any time before the authority granted therein
is exercised. Please be sure to sign and date your Proxy.
/s/ Beverly A. Byrne
Beverly A. Byrne, Secretary to
the Variable Annuity
Account A Committee
March 15, 2004
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
Annual Meeting - April 16, 2004
PROXY STATEMENT
The accompanying Proxy is solicited by Great-West Life & Annuity Insurance
Company ("GWL&A") on behalf of the Variable Annuity Account A Committee (the
"Committee") of Great-West Variable Annuity Account A ("Account A"), to be voted
at the Annual Meeting of Participants to be held April 16, 2004. Each Proxy may
be revoked at any time before its exercise by writing to the Secretary of the
Committee at the address shown below and indicating a desire to revoke the
Proxy. As well, a Participant attending the Annual Meeting may revoke his/her
Proxy and vote in-person. This solicitation is being made by use of the mails,
but also may be made by telephone, telegraph, or personal interview, and the
cost will be borne by GWL&A, 8515 E. Orchard Road, Greenwood Village, Colorado
80111. This Proxy Statement and the accompanying form of Proxy is being sent on
or about the 15th day of March, 2004 to all Participants of record on February
27, 2004 (the "record date") of Account A. Such Proxy Statement and the
accompanying form of Proxy is mailed directly to each Participant's most recent
address recorded by GWL&A.
There are in total, 377,299 votes eligible to be cast by Participants at
the Annual Meeting. Each Participant who had accumulation units credited to
his/her account under a variable annuity contract on the record date may cast
the number of votes equal to the number of accumulation units then credited to
his/her account. There were 373,927 votes attributable to accumulation units
credited to the accounts of Participants on the record date. Each Participant
receiving annuity payments under a variable annuity contract on the record date
also may cast the number of votes equal to (i) the dollar amount of assets
maintained in Account A on the record date to meet the annuity obligations
relating to such Participant, divided by (ii) the value of an accumulation unit
on the record date. There were 3,372 votes attributable to Participants
receiving annuity payments on the record date. The following Participants on the
record date had interests in Account A entitling them to as much as 5% of the
total votes eligible to be cast by all Participants:
Participant Name Percent of Votes
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Sally Callahan 7.0%
Esrom Kleven 14.0%
Margaret Schultz 9.0%
Romeo Vidone, M.D. 6.0%
James S. Armstrong 6.0%
ELECTION OF MEMBERS OF THE VARIABLE ANNUITY ACCOUNT COMMITTEE
The operation of Account A is subject to the direction and approval of
the Committee in accordance with the Rules and Regulations of Account A. The
Committee performs the functions of the Board of Directors of an incorporated
investment company. The Rules and Regulations of Account A 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. At each Annual Meeting, successors to the Committee Members will be
elected by Participants.
At the forthcoming Annual Meeting there are five Committee Members to be
elected. All nominees have agreed to serve if elected.
The following information is furnished with respect to the nominees.
Name and age Position(s) Term of Principal Number of Other
Held with Office Occupation(s) during Portfolios in Directorships
Account (Length of Past 5 Years Fund Complex+ Held by Committee
Time Overseen by Member
Served) Committee
Member
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INDEPENDENT* COMMITTEE MEMBERS
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Rex Committee March 22, President Emeritus, 39 Trustee, Orchard
Jennings Member 1988 to Denver Metro Chamber Series Fund;
(78) present of Commerce Director, Maxim
Series Fund, Inc.
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Richard P. Committee April 30, Retired Educator 39 Trustee, Orchard
Koeppe (71) Member 1987 to Series Fund;
present Director, Maxim
Series Fund, Inc.
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Sanford Committee March 19, Attorney, Firm of 39 Trustee, Orchard
Zisman (63) Member 1982 to Zisman, Ingraham and Series Fund;
present Daniel, P.C. Director, Maxim
Series Fund;
Director, Jones
Intercable, Inc.
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INTERESTED* COMMITTEE MEMBERS AND OFFICERS
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William T. Committee June 1, President and Chief 39 Trustee, Orchard
McCallum Member and 2000 to Executive Officer of Series Fund;
(61) President present Great-West Life & Director, Maxim
Annuity Insurance Series Fund,
Company; President and Inc.; Director,
Chief Executive Great-West Lifeco
Officer, United States Inc.
Operations, The
Great-West Life
Assurance Company
(1990 to present);
Co-President and Chief
Executive Officer of
Great-West Lifeco,
Inc.; President and
Chief Executive
Officer of GWL&A
Financial Inc.;
President and Chief
Executive Officer of
First Great-West Life
& Annuity Insurance
Company.
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Mitchell Committee June 1, Executive Vice 39 Trustee, Orchard
T.G. Graye Member 2000 to President and Chief Series Fund;
(48) present Financial Officer, Director, Maxim
Great-West Life & Series Fund,
Annuity Insurance Inc., Orchard
Company; Executive Trust Company and
Vice President and Financial
Chief Financial Administrative
Officer, United States Services
Operations, The Corporation;
Great-West Life Manager, GW
Assurance Company; Capital
Executive Vice Management, LLC
President and Chief and Orchard
Operating Officer, Capital
Great-West Healthcare Management, LLC.
Holdings, Inc.;
Executive Vice
President and Chief
Financial Officer,
GWL&A Financial Inc.;
Manager, GW Capital
Management, LLC;
Director and Executive
Vice President,
Orchard Trust Company;
Manager, Orchard
Capital Management,
LLC.
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Graham R. Treasurer November Senior Vice President, 39 Director,
McDonald 29, 2001 Corporate Finance and Greenwood
(57) to present Investment Operations, Investments, LLC
Great-West Life &
Annuity Insurance Company;
Treasurer, GW
Capital Management, LLC,
Orchard Capital
Management, LLC,
Orchard Series Fund and
Maxim Series Fund; President,
Greenwood Investments, LLC.
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Beverly A. Secretary April 10, Vice President and 39 None
Byrne (48) 1997 to Counsel, U.S.
present Operations, 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 and 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., BenefitsCorp,
Inc., Advised Assets
Group, LLC, Maxim
Series Fund and
Orchard Series Fund.
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+ The Fund Complex includes Account A, Maxim Series Fund, Inc. and Orchard
Series Fund.
* A Committee Member who is not an "interested person" of Account A
(as defined in the 1940 Act) 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 Account A by virtue of their
affiliation with either Account A or GW Capital Management, LLC ("GW Capital").
There are no arrangements or understanding between any Committee Member,
nominee for election as a Committee Member or officer and any other person(s)
pursuant to which s/he was elected as Committee Member or officer.
Independent Committee Members and their Immediate Family Members
As of December 31, 2003, other than as described below under
"Ownership," no Independent Committee Member and no immediate family member of
an Independent Committee Member beneficially or of record owned any equity
securities of an investment adviser or the principal underwriter of Account A,
or any person (other than a registered investment company) directly or
indirectly controlling, controlled by, or under common control with an
investment adviser or the principal underwriter of Account A.
As of December 31, 2003, no Independent Committee Member and no
immediate family member of an Independent Committee Member has, during the two
most recently completed calendar years, held a position, including as an
officer, employee, director or general partner, with any of the following:
o Account A;
o any investment company or a person that would be an investment company
but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the
Investment Company Act of 1940 ("1940 Act") which has the same
investment adviser or principal underwriter as Account A or has an
investment adviser or principal underwriter that directly or indirectly
controls, is controlled by, or is under common control with an
investment adviser or the principal underwriter of Account A;
o an investment adviser, the principal underwriter or affiliated person
Account A; or
o any person directly or indirectly controlling, controlled by, or
under common control with an investment adviser or the principal
underwriter of Account A.
As of December 31, 2003, no Independent Committee Member and no
immediate family member of an Independent Committee Member has, during the two
most recently completed calendar years, had any direct or indirect interest, the
value of which exceeded $60,000, in any of the following:
o an investment adviser or the principal underwriter of Account A; or
o any person (other than a registered investment company) directly or
indirectly controlling, controlled by, or under common control with an
investment adviser or the principal underwriter of Account A.
As of December 31, 2003, no Independent Committee Member and no
immediate family member of an Independent Committee Member has, during the two
most recently completed calendar years, had any material direct or indirect
interest in any transaction or series of similar transactions, in which the
amount involved exceeded $60,000 and to which any of the following persons was a
party:
o Account A, or officer thereof;
o any investment company or a person that would be an investment company
but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the
1940 Act which has the same investment adviser or principal underwriter
as Account A or has an investment adviser or principal underwriter that
directly or indirectly controls, is controlled by, or is under common
control with an investment adviser or the principal underwriter of
Account A, or officer thereof;
o an investment adviser or the principal underwriter of Account A, or
officer thereof; or
o any person directly or indirectly controlling, controlled by, or under
common control with an investment adviser or the principal underwriter
of Account A, or officer thereof.
As of December 31, 2003, no Independent Committee Member and no
immediate family member of an Independent Committee Member has, during the two
most recently completed calendar years, had any direct or indirect relationship,
in which the amount involved exceeded $60,000, with any of the following
persons:
o Account A, or officer thereof;
o any investment company or a person that would be an investment company
but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the
1940 Act which has the same investment adviser or principal underwriter
as Account A or has an investment adviser or principal underwriter that
directly or indirectly controls, is controlled by, or is under common
control with an investment adviser or the principal underwriter of
Account A, or officer thereof;
o an investment adviser or the principal underwriter of Account A, or
officer thereof; or
o any person directly or indirectly controlling, controlled by, or
under common control with an investment adviser or the principal
underwriter of Account A, or officer thereof.
As of December 31, 2003, no officer of an investment adviser or the
principal underwriter of Account A or an officer of any person directly or
indirectly controlling, controlled by, or under common control with an
investment adviser or the principal underwriter of Account A, during the two
most recently completed calendar years, has served on the board of directors of
a company where an Independent Committee Member of Account A or an immediate
family member of an Independent Committee Member has also served as an officer
of such company during the two most recently completed calendar years.
Ownership
As of December 31, 2003, the following Committee Members had beneficial
ownership in Account A and/or any other investment companies overseen by the
Committee Member:
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Aggregate Dollar
Range of Equity
Committee Member Portfolio Dollar Range of Securities in all
Equity Securities Registered
in the Fund Investment Companies
Overseen by
Committee Member in
Family of Investment
Companies
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R.P. Koeppe* Maxim T. Rowe Price MidCap Growth $1 - 10,000 $10,001 - 50,000
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R.P. Koeppe* Maxim Money Market $10,000 - 50,000 $10,001 - 50,000
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W.T. McCallum Maxim Ariel Small-Cap Value $50,001- $100,000 Over $100,000
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W.T. McCallum Maxim Aggressive Profile II $50,001- $100,000 Over $100,000
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*Committee Member is not an "interested person" of Account A (as defined in the
1940 Act), also referred to as an "Independent Committee Member."
Unless the enclosed Proxy is marked otherwise, the persons named on the
Proxy will cast the votes represented by a duly executed Proxy for the nominees
named above. The nominees are presently available if elected. Should the
nominees become unavailable, the Proxyholders will vote for the nominees
designated by the present Committee.
COMMITTEE MEETINGS AND OTHER COMMITTEES
During 2003, the total number of meetings held by the Committee was
five. Mr. McCallum attended less than 75% of the total number of meetings
held by the Committee in 2003.
Account A has two standing committees: an Executive Committee and an
Audit Committee.
The Executive Committee may exercise all the powers and authority of the
Committee with respect to all matters other than: (1) the submission to
Participants of any action requiring authorization of Participants pursuant to
state or federal law, or the Articles of Incorporation; (2) the filling of
vacancies on the Committee; (3) the fixing of compensation of the Committee
Members for serving on the Committee or on any committee of the Committee,
including the Executive Committee; (4) the approval or termination of any
contract with an investment adviser or principal underwriter, as such terms are
defined in the 1940 Act, or the taking of any other action required to be taken
by the Committee by the 1940 Act; (5) the amendment or repeal of the Rules and
Regulations of Account A or the adoption of new Rules and Regulations; (6) the
amendment or repeal of any resolution of the Committee that by its terms may be
amended or repealed only by the Committee; and (6) the declaration of dividends
and the issuance of capital stock of Account A. Messrs. McCallum and Graye are
the members of the Executive Committee. No meetings of the Executive Committee
were held in 2003.
As set out in Account A's Audit Committee Charter (a copy of which is
attached as Exhibit A), the basic purpose of the Audit Committee is to enhance
the quality of Account A's financial accountability and financial reporting by
providing a means for Account A's Independent Committee Members to be directly
informed as to, and participate in the review of, Account A's audit functions.
Another objective is to ensure the independence and accountability of Account
A's outside auditors and provide an added level of independent evaluation of
Account A's internal accounting controls. Finally, the Audit Committee reviews
the extent and quality of the auditing efforts. The function of the Audit
Committee is oversight. It is management's responsibility to maintain
appropriate systems for accounting and internal control, and the auditor's
responsibility to plan and carry out a proper audit. Messrs. Jennings, Koeppe
and Zisman are the members of the Audit Committee. Two meetings of the Audit
Committee were held in 2003.
COMPENSATION
Account A pays no salaries or compensation to any of its officers or
Committee Members affiliated with the Account A or the investment adviser. The
chart below sets forth the annual compensation paid to the Independent Committee
Members and certain other information.
- ------------------- ----------------- ----------------- ---------------- -----------------
Name of Aggregate Pension or Estimated Total
Independent Compensation Retirement Annual Compensation
Committee Member from Account Benefits Benefits Upon from Fund and
and from Fund Accrued as Part Retirement Fund Complex
Complex of Fund Expenses Paid to
Committee Member
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- ------------------- ----------------- ----------------- ---------------- -----------------
R. Jennings $26,250 -0- -0- $26,250
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- ------------------- ----------------- ----------------- ---------------- -----------------
R.P. Koeppe $26,250 -0- -0- $26,250
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- ------------------- ----------------- ----------------- ---------------- -----------------
S. Zisman $26,250 -0- -0- $26,250
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* As of December 31, 2003, there were 39 funds for which the Committee Members
serve as Committee Members, Directors or Trustees, 1 one of which is Account A.
The total compensation paid is comprised of the amount paid during the most
recently completed fiscal year by Account A and/or its affiliated investment
companies.
..
RATIFICATION OR REJECTION OR SELECTION OF INDEPENDENT AUDITORS
Deloitte & Touche LLP was selected as the independent auditor for
Account A for the current year at a meeting of the Committee held on February
11, 2004. Such selection was made by the vote cast in person of a majority of
the Committee who are not interested persons of Account A and is subject to
ratification by Participants at the Annual Meeting. Deloitte & Touche LLP is the
independent auditor for GWL&A and GW Capital and has no direct or material
indirect financial interest in Account A, GWL&A or GW Capital. Deloitte & Touche
LLP was the independent auditor for Account A for the immediately preceding
year. Representatives of Deloitte & Touche LLP are not expected to be present at
the Meeting.
During 2003 all of the services provided by Deloitte & Touche LLP to
Account A were audit services. These audit services included the examination and
audit of the annual financial statements for Account A and the review of Account
A financial documentation utilized in filings with the Securities and Exchange
Commission. There were no non-audit services provided by Deloitte & Touche LLP
during 2003.
INVESTMENT ADVISER
GW Capital provides investment advisory services to Account A. Its
headquarters are located at 8515 E. Orchard Road, Greenwood Village,
Colorado 80111.
PRINCIPAL UNDERWRITER
The Great-West Life Assurance Company ("Great-West") served as principal
underwriter for the contracts issued under Account A. Great-West has been
succeeded by GWFS Equities, Inc. with respect to any additional broker-dealer
functions that are required.
OTHER BUSINESS
As of this date, the Committee does not know of any other business to
come before the meeting. However, if any matters other than those referred to
above come before the meeting, the persons named in the Proxies will act on
behalf of the Participants they represent according to their best judgment.
PARTICIPANTS' PROPOSALS
A Participant that is a record or beneficial owner of an accumulation or
annuity unit entitled to be voted at the 2005 Annual Meeting and that continues
to own such unit through the date on which the 2005 Annual Meeting is held shall
be entitled to submit for presentation a proposal for action at the 2005 Annual
Meeting.
The Participant's proposal shall be included in the Account A Proxy
Statement and Form of Proxy for the 2005 Annual Meeting. The Participant shall
notify Account A in writing at its principal executive office (8515 E. Orchard
Road, Greenwood Village, Colorado 80111) of his/her intention to appear
personally at the 2005 Annual Meeting to present his/her proposal for action.
The Participant may arrange to have another accumulation or annuity unit holder
of Account A present his/her proposal on his/her behalf at the 2005 Annual
Meeting.
A proposal to be presented at the 2005 Annual Meeting shall be received
at Account A's principal executive offices not less than 90 days in advance of
March 1, 2005. It is suggested that Participants submit their proposals by
Certified Mail - Return Receipt Requested, in order to avoid any controversy as
to the date on which a proposal was received by Account A. The Participant may
submit a maximum of two proposals of not more than 300 words for each inclusion
in Account A's proxy materials for the 2005 Annual Meeting.
If Account A opposes any proposal received from a Participant, it shall,
at the request of the Participant, include in its Proxy Statement, a statement
of the Participant of not more than 200 words in support of the proposal, which
statement shall not include the name and address of the Participant. The
statement and request of the Participant shall be furnished to Account A at the
time the proposal is furnished, and Account A shall not be responsible for such
statement.
Account A may omit a proposal and any statement in support thereof from
its Proxy Statement and Form of Proxy under any of the following circumstances:
(1) If the proposal is, under the laws of the United States, not a
proper subject for action by Participants. (A proposal that may
be improper when framed as a mandate or directive may be proper
when framed as a recommendation or request);
(2) If the proposal would, if implemented, require Account A to
violate any state law or federal law of the United States to
which Account A is subject;
(3) If the proposal or the support statement is contrary to any of
the Securities and Exchange Commission's proxy rules and
regulations, including Rule 14a-9 which prohibits false or
misleading statements in proxy soliciting materials;
(4) If the proposal relates to the enforcement of a personal claim or
the redress of a personal grievance against Account A or any
person;
(5) If the proposal deals with a matter that is not significantly
related to Account A's business;
(6) If the proposal deals with a matter that is beyond Account A's
power to effectuate;
(7) If the proposal deals with a matter relating to the conduct of
the ordinary business operations of Account A;
(8) If the proposal relates to an election to office;
(9) If the proposal is counter to a proposal to be submitted by
Account A at the meeting;
(10) If the proposal has been rendered moot;
(11) If the proposal is substantially duplicative of a proposal
previously submitted to Account A by another Participant, which
proposal will be included in the Committee's proxy material for
the meeting;
(12) If substantially the same proposal has previously been submitted
to Participants in Account A's Proxy Statement and Form of Proxy
relating to any Annual or Special Meeting of Participants held
within the preceding five calendar years, it may be omitted from
Account A's proxy materials relating to any meeting of
Participants held within three calendar years after the latest
such previous submission: Provided, that
(i) If the proposal was submitted at only one meeting
during such preceding period, it received less than
three percent of the total number of votes cast in
regard thereto; or
(ii) If the proposal was submitted at only two
meetings during such preceding period, it received
at the time of its second submission less than six
percent of the total number of votes cast in regard
thereto; or
(iii) If the prior proposal was submitted at three or
more meetings during such preceding period, it
received at the time of its latest submission less
than ten percent of the total number of votes cast
in regard thereto; or
(13) If the proposal relates to specific amount of cash or stock
dividends.
SOLICITATION STATEMENT
The cost of this solicitation of Proxies shall be borne by GWL&A
pursuant to its Sales Services Agreement with Account A.
ANNUAL REPORT
The Annual Report of Account A has been mailed to all Participants
entitled to vote at the Annual Meeting. Account A will furnish, without charge,
a copy of the 2003 Annual Report and/or the June 30, 2003 Semi-Annual Report
upon request to: Mr. Aaron Knode, 8515 E. Orchard Road, Greenwood Village, CO
80111; (800) 537-2033, ext. 75332.
By Order of the Committee
/s/ Beverly A. Byrne
Beverly A. Byrne
Secretary to the Committee
March 15, 2004
Exhibit A
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the Variable Annuity Account Committee
(the "Committee") for Great-West Variable Annuity Account A (the "Account"), to
be known as the Audit Committee. The members shall consist of three of the
disinterested Committee members, who are elected by a majority of the Committee.
Statement of Purpose
The basic purpose of the Audit Committee is to enhance the quality of
the Account's financial accountability and financial reporting by providing a
means for the Account's disinterested Committee members to be directly informed
as to, and participate in the review of, the Account's audit functions. Another
objective is to ensure the independence and accountability of the Account's
outside auditors and provide an added level of independent evaluation of the
Account's internal accounting controls. Finally, the Audit Committee reviews the
extent and quality of the auditing efforts.
The function of the Audit Committee is oversight. It is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper audit.
Responsibilities of the Audit Committee
The following listed committee responsibilities describe general areas
of attention. It is not intended to limit the authority of the Audit Committee
in achieving its purposes, or to suggest that each listed responsibility must be
continuously monitored:
o Audit Committee members should generally understand the Account's internal
accounting controls. Members may request that the adviser and the independent
auditors make presentations as necessary concerning the Account's accounting
systems and internal accounting controls.
o The Audit Committee evaluates the independent auditor's independence,
performance, costs and financial stability. The Audit Committee will make
recommendations to the full Committee as to the selection, retention or
termination of independent auditors. In connection therewith, the Audit
Committee may evaluate the independence of the auditors, including whether the
auditors provide any consulting services to the manager.
o The Audit Committee shall review the arrangements for and scope of the annual
audit and any special audits;
o The Audit Committee shall conduct a post-audit review of the financial
statements and audit findings. The Audit Committee shall review the Account's
financial statements and the audit findings with the independent auditors,
including any adjustments to such statements recommended by the auditors or
other results of said audits. The Audit Committee also shall consider the
auditors' comments with respect to the Account's financial policies, procedures
and internal accounting controls and management's responses thereto.
o The Audit Committee shall review the fees charged by the auditors for audit
and non-audit services;
o The Audit Committee shall have the authority to investigated improprieties or
suspected improprieties in Fund operations;
o The Audit Committee may receive reports from the independent auditor and legal
counsel concerning regulatory changes and new accounting pronouncements that
significantly affect the value of the Account's assets and its financial
reporting.
o The Audit Committee shall report its activities to the full Committee, such
reports to be memorialized in the minutes of the Committee's meetings.
o The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Account.
Meetings
The Audit Committee shall meet on a regular basis and is empowered to
hold special meetings as circumstances require.
Open communication with the officers of the Account and the manager and
the Account's independent auditors is essential. The Audit Committee shall meet
with the Account's Treasurer and/or independent auditors as the Audit Committee
deems appropriate. The Audit Committee may meet privately with the Account's
independent auditors as the Audit Committee deems appropriate.
Amendments
The Committee shall review this Charter at least annually and recommend
any change to the full Committee. The Charter may be amended by a vote of a
majority of the Committee, including a majority of the disinterested Committee
members.
PROXY
FOR
THE ANNUAL MEETING OF PARTICIPANTS OF
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
The undersigned hereby appoints Graham R. McDonald, Beverly A. Byrne and Ryan L.
Logsdon, or any of them, to be the attorneys and proxies of the undersigned at
the Annual Meeting of Participants of Great-West Variable Annuity Account A to
be held at 8525 E. Orchard Road., Greenwood Village, Colorado, at 10:30 a.m. on
April 16, 2004 and at any adjournment thereof, and to represent and cast the
votes held on record by the undersigned on February 27, 2004, upon the proposals
below and as set forth in the Notice of Annual Meeting and Proxy Statement for
such meeting.
1) FOR ELECTION OF MEMBERS OF THE COMMITTEE FOR VARIABLE ANNUITY
ACCOUNT A to serve until their successors are elected and
qualified.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote
below (except as marked for all nominees listed below
to the contrary below)
(The Committee Members recommend a vote FOR)
(INSTRUCTION: To withhold authority to vote for any individual nominee mark the box next to the
nominee's name below)
[ ] R.P. Koeppe [ ] R. Jennings [ ] M.T.G. Graye [ ] W.T. McCallum [ ] S. Zisman
2) PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE, LLP as the
independent auditors for Variable Annuity Account A for the
fiscal year ending December 31, 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Committee Members recommend a vote FOR)
3) In the discretion of the Committee Members, on such other
business which may properly come before the meeting or any
adjournment thereof.
This Proxy will be voted, and voted as specified. IF NO SPECIFICATIONS ARE MADE,
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE COMMITTEE'S RECOMMENDATIONS.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMMITTEE.
Name of Participant:
Group Policy No.: Certificate No.:
Participant Number of Votes:
Dated: , 2004
-------------------------- -------------------------
(Signature of Participant)
Please sign and date your Proxy and return promptly in the accompanying
envelope.