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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] 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
(Name of Registrant as Specified in its Charter)
(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 18, 2005
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 ("Account A"), the Annual Meeting of its
Participants (the "Meeting") will be held at 8525 E. Orchard Road, Greenwood
Village, Colorado 80111 on Monday, April 18, 2005 at 10:30 a.m. for the
following purposes:
(1) To approve the filing of an application with the Securities
and Exchange Commission to terminate the registration of
Account A and cease to be a registered investment company;
(2) To elect members of the Account A Committee to serve until
their successors are elected and qualified;
(3) To ratify or reject the selection of Deloitte & Touche, LLP as
independent auditors for the Account A for the fiscal year
ending December 31, 2005; and
(4) 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 28, 2005 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 of Annual Meeting.
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 and return it promptly.
/s/ Beverly A. Byrne
----------------------------------
Beverly A. Byrne, Secretary to
the Variable Annuity
Account A Committee
March 1, 2005
26
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
8515 E. Orchard Road, Greenwood Village, Colorado 80111
Annual Meeting - April 18, 2005
PROXY STATEMENT
This Proxy Statement is being furnished by Great-West Life & Annuity Insurance
Company ("GWL&A"), on behalf of the Committee of Great-West Variable Annuity
Account A ("Account A"), for consideration and voting at the Annual Meeting to
be held April 18, 2005, and any adjournments thereof ("Meeting"). Each Proxy may
be revoked at any time before its exercise by writing to the Secretary of the
Committee at the address shown above and indicating a desire to revoke the
Proxy. As well, a Participant attending the Meeting may revoke his/her Proxy and
vote in-person.
Solicitation of Proxies
On behalf of the Committee, GWL&A is soliciting votes from Participants with
respect to each proposal. This solicitation is being made by use of the mails,
but also may be made by telephone, Internet, 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 by mail on or about the 1st day of March, 2005, to all Participants of
record of Account A on February 28, 2005 (the "record date"). The Proxy
Statement and accompanying form of Proxy is mailed directly to each
Participant's most recent address recorded by GWL&A.
There are in total 354,961 votes eligible to be cast by Participants at the
Meeting. Each Participant who had accumulation units credited to his/her account
under a variable annuity contract ("Contract") on the record date may cast the
number of votes on each proposal equal to the number of accumulation units then
credited to his/her account. There were 354,961 accumulation units outstanding
and 354,961 votes attributable to accumulation units credited to the accounts of
Participants on the record date. Each Participant receiving annuity payments
under a 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 0 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:
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Participant Name Address of Participant Total Number of Interests Percent of Votes
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James S. Armstrong 690 Golf View Rd, 22,848 6%
Moorsetown, NJ 08057
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Sally Callahan 6632 Southcrest Drive, 28,103 8%
Edina, MN 55435
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Esrom Kleven 6201 Ryan Ave. South, 49,232 14%
Edina, MN 55424
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Margaret Schultz 5620 Kimburk Ave. Chicago, 32,546 9%
IL 60637
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Romeo Vidone, M.D. 880 Racebrook Road, 23,100 7%
Orange, CT 06477
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Each valid Proxy that GWL&A receives will be voted in accordance with your
instructions and as the persons named in the Proxy determine on such other
business as may come before the Meeting. If no instructions are given on an
executed Proxy that has been returned to us, that Proxy will be voted FOR the
proposal. Abstentions and "broker non-votes" will not be counted for or against
the proposal but will be counted for purposes of determining whether a quorum is
present.
Adjournment
In the event that sufficient votes in favor of a proposal set forth in the
Notice of Annual Meeting are not received by the time scheduled for the Meeting,
the persons named as proxies may propose one or more adjournments of the Meeting
for a period or periods to permit further solicitation of Proxies with respect
to the proposal. Any such adjournment will require the affirmative vote of a
majority of the votes cast on the question in person or by Proxy at the session
of the Meeting to be adjourned. Abstentions and "broker non-votes" will not be
counted for or against such proposal to adjourn. The persons named as proxies
will vote in favor of adjournments with respect to a proposal those Proxies that
they are entitled to vote in favor of such proposal. They will vote against any
such adjournment those Proxies required to be voted against the proposal. GWL&A
will bear the costs of any additional solicitation and any adjourned sessions.
Required Vote
Approval of Proposal I outlined below requires the affirmative vote of a
"majority of the outstanding voting securities" of Account A entitled to vote on
Proposal I, as such term is defined by the Investment Company Act of 1940, as
amended (the "1940 Act"). For that purpose, the term "majority of the
outstanding voting securities" of Account A means the lesser of either (i) the
vote of 67% of the voting accumulation and annuity units of Account A present at
the Meeting if more than 50% of the outstanding accumulation and annuity units
of Account A are present in person or by Proxy or (ii) the vote of more than 50%
of the outstanding accumulation and annuity units of Account A.
Approval of Proposals II, III and IV requires a majority of Account A's
accumulation and annuity units voted in person or by Proxy at the Meeting.
Proposals for Participant Approval
PROPOSAL I -- TO APPROVE THE FILING OF AN APPLICATION WITH THE SECURITIES AND
EXCHANGE COMMISSION TO TERMINATE THE REGISTRATION OF ACCOUNT A AND CEASE TO BE A
REGISTERED INVESTMENT COMPANY
Background
Account A is a managed separate account of GWL&A registered with the Securities
and Exchange Commission (the "SEC"). Account A was established in 1968 for the
purpose of funding Contracts. Over 20 years ago, effective April 16, 1984, GWL&A
ceased issuing new Contracts funded by Account A. For approximately the last 16
years, since May 1, 1989, GWL&A has not accepted additional contributions under
existing Contracts. As of January 31, 2005, Account A has a total of
ninety-seven (97) beneficial owners and approximate total assets of
$6,428,214.00.
The Participants are requested to consider approving terminating the
registration of Account A under the 1940 Act ("Proposal I"). A managed separate
account with more than 100 beneficial owners must be registered under the 1940
Act. A managed separate account with 100 or fewer beneficial owners that is no
longer issuing new variable contracts may file an application to terminate its
registration with the SEC. Section 3(c)(1) of the 1940 Act provides in pertinent
part that "any issuer whose outstanding securities...are beneficially owned by
not more than one hundred persons and which is not making and does not presently
propose to make a public offering of its securities" is not an investment
company under the 1940 Act. Thus, by definition, Account A is no longer an
investment company because its Contracts are beneficially owned by less than one
hundred beneficial owners and it is not now making, and does not presently
propose to make, a public offering of the Contracts. Account A is now eligible
to file an application to terminate its registration with the SEC.
Except as explained below, if Proposal I is approved, the structure of Account A
will be similar to the structure before Account A was registered with the SEC.
Approval of Proposal I will not affect your rights under your Contract. Account
A will no longer be subject to the regulations under the 1940 Act and certain
other federal securities laws. In addition, Account A will no longer have a
Committee nor be required to hold annual meetings. GW Capital Management, LLC
("GW Capital"), doing business as Maxim Capital Management, LLC, Account A's
investment manager, will have responsibility for the day-to-day management and
conduct of the business of Account A. While Account A will no longer have a
Committee, it intends to create an advisory board made up of the current
independent Committee Members. It is expected that the advisory board will meet
with management on a quarterly basis to discuss any issues arising with respect
to Account A. However, the advisory board will not have any decision-making
authority for Account A and will continue in existence at the sole discretion of
GW Capital.
Upon Participant approval, an application to terminate the registration of
Account A under the 1940 Act will be filed with the SEC. GW Capital will
continue to be the investment manager of Account A, however, Account A will no
longer be a registered investment company and will no longer be subject to the
investment objectives and policies set forth in the Account A prospectus.
Certain of Account A's expenses may decrease since Account A will no longer be
subject to certain federal regulation.
Due in part to the difficulty of managing Account A with a shrinking asset base,
if deregistration is approved GW Capital has indicated that it intends to invest
the assets of Account A in a registered open-end management investment company,
the Vanguard Variable Insurance Fund Equity Income Portfolio ("Vanguard Equity
Income"). Investment in Vanguard Equity Income will not affect your rights under
your Contract, nor will charges under your Contract be increased as a result of
the investment. The value of your investment in the Contract will not change
immediately following Account A's investment in Vanguard Equity Income, nor will
the procedures under your Contract. All of the costs and expenses associated
with the liquidation of separate account assets and the purchasing of shares of
Vanguard Equity Income will be paid by GWL&A or one of its affiliates.
Vanguard Equity Income, like Account A, is managed as a large-cap value fund. It
seeks a high level of current income. It invests at least 80% of net assets in
common stocks of well-established companies that pay relatively high levels of
dividend income and have the potential for growth. The balance of its assets may
be invested in investment-grade fixed-income securities and cash or cash
equivalents. Vanguard Equity Income boasts a solid record over five and ten
years. It has beaten the benchmark S&P 500 over five and ten years and ranks in
the top twenty percent of the large-cap value insurance funds over ten years.
The fund's inception date was April 1991. Vanguard Equity Income has an expense
ratio of thirty-two (32) basis points. The current investment management expense
of Account A is over forty-six (46) basis points.
The Committee's Considerations
At a meeting held on February 9, 2005, the Committee met in person to consider
Proposal I. The Committee, including a majority of Committee Members who are not
"interested persons" (as defined by the 1940 Act) of Account A, approved
Proposal I and recommended that the Participants of Account A approve Proposal
I.
In approving Proposal I and determining to submit it to the Participants for
their approval, the Committee reviewed the various regulatory requirements
applicable to Account A, discussed with management the administrative burdens
associated with operating under the Account A's current structure, discussed the
size of Account A and the difficulties of managing a shrinking asset base, and
discussed the potential cost savings associated with Account A no longer being
registered under the 1940 Act, both in terms of lower administrative costs and
lower expense ratios. In light of the decreasing number of Participants in
Account A, the Committee determined that the costs associated with being a
registered separate account outweigh the benefits achieved by registration.
Following its discussions, and based upon its review of the information
provided, the Committee, including a majority of the Committee Members who are
not "interested persons" of Account A voting separately, approved Proposal I and
determined that it would be in the best interests of the Participants to approve
Proposal I. The Committee concluded that the relative burdens of registration
outweigh the benefits and that implementation of Proposal I would, among other
things, make Account A easier to manage and reduce the expenses of Account A.
THE COMMITTEE RECOMMENDS A VOTE "FOR" PROPOSAL I.
PROPOSAL II -- ELECTION OF MEMBERS OF THE 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 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 Occupation(s) Number of Other Directorships
Held with Office during Past 5 Years Portfolios in Held by Committee
Account (Length of Fund Complex+ Member
Time Served) Overseen by
Committee Member
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INDEPENDENT* COMMITTEE MEMBERS
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- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
Rex Jennings Committee March 22, President Emeritus, Denver 35 Director, Maxim
(79) Member 1988 to Metro Chamber of Commerce Series Fund, Inc.
present
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
Richard P. Committee April 30, Retired Educator 35 Director, Maxim
Koeppe (73) Member 1987 to Series Fund, Inc.
present
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- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
Sanford Zisman Committee March 19, Attorney, Firm of Zisman, 35 Director, Maxim
(64) Member 1982 to Ingraham and Daniel, P.C. Series Fund, Inc.
present
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
- ------------------------------------------------------------------------------------------------------------------------- ----------
INTERESTED* COMMITTEE MEMBERS AND OFFICERS
- ------------------------------------------------------------------------------------------------------------------------- ----------
William T. Committee June 1, 2000 President and Chief 35 Director, Maxim
McCallum (62) Member and to present Executive Officer of Series Fund, Inc.;
President Great-West Life & Annuity Director, Great-West
Insurance Company; Lifeco Inc.
President and Chief
Executive Officer, United
States 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.
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
Mitchell T.G. Committee June 1, 2000 Executive Vice President 35 Director, Maxim
Graye (49) Member to present and Chief Financial Series Fund, Inc. and
Officer, Great-West Life & Financial
Annuity Insurance Company; Administrative
Executive Vice President Services Corporation;
and Chief Financial Manager, GW Capital
Officer, United States Management, LLC,
Operations, The Great-West Orchard Capital
Life Assurance Company; Management, LLC and
Executive Vice President, Orchard Trust
Great-West Healthcare Company, LLC.
Holdings, Inc.; Executive
Vice President and Chief
Financial Officer, GWL&A
Financial Inc.; Manager, GW
Capital Management, LLC;
Manager and Executive Vice
President, Orchard Trust
Company, LLC; Manager,
Orchard Capital Management,
LLC.
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
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Graham R. Treasurer November 29, Senior Vice President, 35 Director, Greenwood
McDonald 2001 to Corporate Finance and Investments, LLC
(58) present Investment Operations,
Great-West Life & Annuity
Insurance Company;
Treasurer, GW Capital
Management, LLC, Orchard
Capital Management, LLC and
Maxim Series Fund;
President, Greenwood
Investments, LLC.
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
Beverly A. Secretary April 10, Vice President and Counsel, 35 None
Byrne (49) 1997 to U.S. Operations, The
present Great-West Life Assurance
Company and Orchard Trust
Company, LLC; 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 and Maxim
Series Fund.
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
+ The Fund Complex includes Account A and Maxim Series Fund, Inc.
* 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.
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, 2004, 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, 2004, 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 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 of
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, 2004, 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, 2004, 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, 2004, 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, 2004, 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, 2004, the following Committee Members had beneficial
ownership in Account A and/or any other investment companies overseen by the
Committee Member:
- --------------------------- ----------------------------------------- --------------------- --------------------------
Aggregate Dollar Range
of Equity Securities in
Committee Member Fund Dollar Range of all Registered
Equity Securities Investment Companies
in the Fund Overseen by Committee
Member in Family of
Investment Companies
- --------------------------- ----------------------------------------- --------------------- --------------------------
- --------------------------- ----------------------------------------- --------------------- --------------------------
R.P. Koeppe* Maxim T. Rowe Price MidCap Growth $1 - 10,000
- --------------------------- ----------------------------------------- --------------------- --------------------------
- --------------------------- ----------------------------------------- --------------------- --------------------------
R.P. Koeppe* Maxim Money Market $1 - 10,000
- --------------------------- ----------------------------------------- --------------------- --------------------------
- --------------------------- ----------------------------------------- --------------------- --------------------------
R.P. Koeppe* Maxim INVESCO ADR $10,001- $50,000 $10,001 - 50,000
- --------------------------- ----------------------------------------- --------------------- --------------------------
- --------------------------- ----------------------------------------- --------------------- --------------------------
W.T. McCallum Maxim Ariel Small-Cap Value Over $100,000
- --------------------------- ----------------------------------------- --------------------- --------------------------
- --------------------------- ----------------------------------------- --------------------- --------------------------
W.T. McCallum Maxim Aggressive Profile II $50,001- $100,000
- --------------------------- ----------------------------------------- --------------------- --------------------------
- --------------------------- ----------------------------------------- --------------------- --------------------------
W.T. McCallum Maxim Stock Index $50,001- $100,000 Over $100,000
- --------------------------- ----------------------------------------- --------------------- --------------------------
*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 Proxy holders will vote for the nominees designated by
the present Committee.
Committee Meetings and other Committees
During 2004, the total number of meetings held by the Committee was six.
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 Rules and Regulations of Account A; (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 2004.
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, which is established in
accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, 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 2004.
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 Independent Aggregate Pension or Estimated Annual Total Compensation
Committee Member Compensation from Retirement Benefits Upon from Fund and Fund
Account and from Benefits Accrued Retirement Complex Paid to
Fund Complex as Part of Fund Committee Member
Expenses
- ----------------------- --------------------- -------------------- --------------------- --------------------
- ----------------------- --------------------- -------------------- --------------------- --------------------
R. Jennings $30,983 -0- -0- $30,983
- ----------------------- --------------------- -------------------- --------------------- --------------------
- ----------------------- --------------------- -------------------- --------------------- --------------------
R.P. Koeppe $30,983 -0- -0- $30,983
- ----------------------- --------------------- -------------------- --------------------- --------------------
- ----------------------- --------------------- -------------------- --------------------- --------------------
S. Zisman $30,983 -0- -0- $30,983
- ----------------------- --------------------- -------------------- --------------------- --------------------
* As of December 31, 2004, there were 35 funds for which the Committee Members
serve as Committee Members or Directors, 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.
THE COMMITTEE RECOMMENDS A VOTE "FOR" ALL NOMINEES.
PROPOSAL III -- RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS FOR ACCOUNT A
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005
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 9, 2005. 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 2004 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 SEC. There were no
non-audit services provided by Deloitte & Touche LLP during 2004.
Deloitte & Touche LLP was paid fees for services provided to Account A for the
fiscal years ended December 31, 2004 and December 31, 2003 as follows:
FEE TYPE December 31, 2004 December 31, 2003
Audit Fees $7,600.00 $7,100.00
Audit-Related Fees $0.00 $0.00
Tax Fees $0.00 $0.00
All Other Fees $0.00 $0.00
Audit Fees includes fees for services related to the audit of Account A's annual
financial statements and review of Account A's financial documentation that are
normally provided by the auditor in connection with statutory and regulatory
filings for those fiscal years.
Audit-Related Fees include fees for assurance and related services that are
reasonably related to the performance of the audit or review of Account A's
financial statements that are not reported under "Audit Fees."
Tax Fees includes fees for tax compliance, tax advice and tax planning services.
Account A's Tax Fees include, primarily, services provided in connection with
[the preparation of Account A's tax return].
All Other Fees include fees for all other products and services not included in
Audit Fees, Audit-Related Fees or Tax Fees.
THE COMMITTEE RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE, LLP AS INDEPENDENT
AUDITORS FOR ACCOUNT A FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
PROPOSAL IV -- 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.
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.
PARTICIPANTS' PROPOSALS
Any future annual meeting of Account A will be held in accordance with the Rules
and Regulations of Account A. A Participant that is a record or beneficial owner
of an accumulation or annuity unit entitled to be voted at the 2006 Annual
Meeting, if one be held, and that continues to own such unit through the date on
which the 2006 Annual Meeting is held, if at all, shall be entitled to submit
for presentation a proposal for action at the 2006 Annual Meeting.
The Participant's proposal shall be included in the Account A Proxy Statement
and form of Proxy for the 2006 Annual Meeting, if one be held. 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 2006 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 2006 Annual
Meeting.
A proposal to be presented at the 2006 Annual Meeting, if held, shall be
received at Account A's principal executive offices not less than 120 days in
advance of March 1, 2006. 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 2006 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
SEC'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 Meeting. Account A will furnish, without charge, a copy of the 2004
Annual Report and/or the June 30, 2004 Semi-Annual Report upon request to: Cathy
Scharlemann, 8515 E. Orchard Road, Greenwood Village, CO 80111; (800) 537-2033,
ext. 76206.
By Order of the Committee
/s/ Beverly A. Byrne
-----------------------------------
Beverly A. Byrne
Secretary to the Committee
March 1, 2005
Exhibit A
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
AUDIT COMMITTEE CHARTER
A. ESTABLISHMENT AND ORGANIZATION
There shall be a committee of the Great-West Variable Annuity Account A
Committee (the "Committee" and the "Account," respectively), to be known as the
Audit Committee. The Audit Committee shall be governed in accordance with this
Great-West Variable Annuity Account A Audit Committee Charter (this "Charter").
The members shall consist of three members of the Committee, none of whom is an
"interested person" of the Account as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act"), who are elected by
a majority of the Committee members. At least one member of the Audit Committee
shall have a working familiarity with basic finance and accounting practices,
but no member necessarily need possess all of the attributes of an "audit
committee financial expert" as described in the rules and forms of the
Securities and Exchange Commission (the "SEC") under the 1940 Act.
The members of the Audit Committee are identified on Exhibit A to this Charter,
as such Exhibit may be amended from time to time to reflect changes in Audit
Committee membership. The Committee will review and consider Audit Committee
membership annually. The Audit Committee members may appoint a chairperson from
its members.
B. PURPOSE, FUNCTION, AND AUTHORITY
The purpose of the Audit Committee is to (1) oversee the Account's accounting
and financial reporting processes and its internal controls and procedures; (2)
oversee the quality and objectivity of the Account's financial statements and
the independent audit of those financial statements; and (3) act as a liaison
between the Account's independent auditors and the full Committee.
The function of the Audit Committee is oversight. Management of the Account is
responsible for the preparation, presentation and integrity of the Account's
financial statements. Management also is responsible for maintaining appropriate
accounting and financial reporting principles and policies and internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent auditors are responsible for
planning and carrying out proper audits and reviews of the Account's financial
statements.
In fulfilling their responsibilities under this Charter, it is recognized that
the members of the Audit Committee are not employees of the Account and are not,
and do not represent themselves to be, accountants or auditors by profession or
experts in the fields of accounting or auditing including in respect of auditor
independence. As such, it is not the duty or responsibility of the Audit
Committee or its members to conduct "field work" or other types of auditing or
accounting reviews or procedures or to set auditor independence standards, and
the Audit Committee and its members are not providing any expert or special
assurance as to the Account's financial statements or any professional
certification as to the independent auditors' work. Absent actual knowledge to
the contrary, each member of the Audit Committee will be entitled to rely upon
(1) the integrity of those persons and organizations within and outside the
Account from whom the Audit Committee receives information; (2) the accuracy of
the financial and other information provided to the Audit Committee by such
persons or organizations; and (3) representations made by management as to any
information technology, internal audit and other non-audit services provided by
the auditors to the Account.
The Audit Committee will have access, as deemed necessary or appropriate by the
Audit Committee, to the Account's Committee members, their independent auditors
and Fund counsel and the executive and financial management of the Account. The
Audit Committee may also seek to meet with internal audit staff of the Account's
investment adviser. The Audit Committee may meet with any such persons without
the participation of any other representatives of Fund management.
The Audit Committee may request that the Account's investment adviser and the
independent auditors make presentations as necessary concerning the Account's
accounting systems and internal accounting controls and disclosure controls and
procedures.
The Audit Committee shall have the authority to investigate improprieties or
suspected improprieties in Fund operations.
The Audit Committee shall be available to receive third party complaints or
comments and concerns from employees regarding Fund accounting matters.
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.
C. MEETINGS
The Audit Committee will meet, in person or by telephone, at least twice each
fiscal year of the Account, and the chair of the Audit Committee or a majority
of the members may call telephonic or in-person special meetings of the Audit
Committee as circumstances require. In order to foster open communication, the
Audit Committee may meet privately in separate executive sessions with
management and the independent auditors and as an Audit Committee to discuss any
matters that the Audit Committee, management or the independent auditors believe
should be discussed separately.
A majority of the Audit Committee's members will constitute a quorum. At any
meeting of the Audit Committee, the decision of a majority of the members
present and voting will determine any matter submitted to a vote. The Audit
Committee will keep minutes of its meetings, which will be available to the
Committee for its review.
D. PRE-APPROVAL OF SERVICES
1. 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 Account by its independent auditors. The Audit
Committee will not grant such approval to any auditors that are proposed to
perform an audit for the Account if a chief executive officer, controller, chief
financial officer, chief accounting officer or any person serving in an
equivalent position for the Account that is responsible for the financial
reporting or operations of the Account was employed by those auditors and
participated in any capacity in an audit of the Account during the year period
(or such other period proscribed under SEC rules) preceding the date of
initiation of such audit.
2. Pre-Approval of Non-Audit Services. The Audit Committee must pre-approve any
non-audit services, including tax services, to be provided to the Account by its
independent auditors (except those within applicable de minimis statutory or
regulatory exceptions)1 provided that the Account's auditors will not provide
the following non-audit services to the Account: (a) bookkeeping or other
services related to the accounting records or financial statements of the
Account; (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 Committee determines, by regulation, is impermissible.2
3. Pre-approval with respect to Non-Fund Entities. The Audit Committee must
pre-approve any non-audit services that relate directly to the operations and
financial reporting of the Account (except those within applicable de minimis
statutory or regulatory exceptions)3 to be provided by the Account's auditors to
(a) the Account'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 Account.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.
4. 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. RELATIONSHIP WITH AUDITORS AND MANAGEMENT
1. Auditor Qualifications. The Audit Committee will, at least annually, review
and evaluate the qualifications, performance, and financial stability of the
Account's independent auditors. The Audit Committee will make recommendations to
the full Committee as to the selection, retention or termination of independent
auditors.
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1 No pre-approval is required as to non-audit services provided to the Account
if: (a) the aggregate amount of all non-audit services provided to the Account
constitute not more than 5% of the total amount of revenues paid by the Account
to the independent auditors during the fiscal year in which the services are
provided; (b) these services were not recognized by the Account 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 Account, the Account'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 Account;
(b) these services were not recognized by the Account 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.
4 No pre-approval is required by the Audit Committee as to non-audit services
provided to any Fund sub-adviser that primarily provides portfolio management
services and is under the direction of another investment adviser and is not
affiliated with the Account's primary investment adviser.
The Audit Committee will inquire as to whether the auditors are independent.
This inquiry will take into consideration whether the auditors provide any
consulting or other non-audit services to the Account, its adviser, manager, and
their potential effect on the issue of independence. The Audit Committee will
secure from Fund auditors an annual representation of the auditors' independence
under applicable standards of independence established from time to time by the
SEC and other regulatory and professional authorities.
The Audit Committee will review the fees charged by the auditors for audit and
non-audit services and may make recommendations to the Committee or the
independent members of the Committee with respect to the approval of audit and
non-audit service fee estimates. As part of its review, the Audit Committee will
annually obtain from the independent auditors a summary of any non-audit
services provided to the Account and the fees billed for non-audit services to
the Account.
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. The auditors shall report critical accounting policies and practices
to be used, all alternative treatments of financial information within generally
accepted accounting principles that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments, and the
treatment preferred by the auditor; and other relevant communications between
the auditor and management.
2. Rotation of Audit Partners. The Audit Committee will seek assurances that any
of the auditors' personnel who serve as lead and concurring audit partners5 to
the Account are rotated every five years, followed by a five-year "time out"
period, and that those who serve as audit partners (other than lead or
concurring audit partners) are subject to a seven-year rotation period, with a
two-year "time out" period.6
3. Meetings with Auditors. The Audit Committee will meet with the Account's
independent auditors for the purposes set out below. The Audit Committee may
determine to conduct these meetings outside the presence of Fund management.
Prior to an audit, the Audit Committee will review with auditors the
arrangements for and scope of the annual audit and any special audits.
At the conclusion of each audit, the Audit Committee will review the audit with
the independent auditors, including the auditors' comments or recommendations
and the form of opinion the auditors propose to render or have rendered to the
Committee and Fund shareholders. The Audit Committee also will discuss with the
auditors any matters of concern relating to the Account's financial statements,
including adjustments to such statements recommended by the auditors or other
results of the audit.
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5 "Audit Partner" means a member of the Account's audit engagement team who has
decision-making responsibility for significant auditing, accounting and
reporting matters that affect the Account's financial statements or who
maintains regular contact with the Account's management and the Audit Committee.
The term includes lead and concurring partners and partners who provide more
than 10 hours of audit, review or attest services in connection with the
Account's financial statements.
6 The rotational periods will be phased in as follows: (1) lead partners must
rotate upon reaching 5 years of service, and service for fiscal years beginning
before May 6, 2003 counts; (2) concurring partners must rotate upon reaching 5
years of service, and service for fiscal years beginning before May 6, 2004
counts; (3) all other partners will receive a "fresh start" for audits for years
beginning after May 6, 2003, so that fiscal years ending in 2004 constitute the
first year of a seven-year rotation period. For investment companies, the SEC
accepts an extended "year," to encompass the fiscal year ends of all funds in a
fund complex.
The Audit Committee will receive from the auditors, at least annually and prior
to filing the Account's annual report, the auditors' report as to: (a) all
critical accounting policies and practices to be used in preparing the annual
report; (b) all alternative treatments within GAAP for policies and practices
that have been discussed with Fund management, including ramifications of the
use of such alternative disclosures and treatments and the treatments preferred
by the independent auditors; and (c) written communications between the auditors
and Fund management that are material to the financial statements, such as any
management letter or schedule of unadjusted differences; (d) a description of
all non-audit services provided, including fees associated with the services, to
the Account since the last annual report or update that were not subject to the
pre-approval requirements as discussed above; and (e) any other matters of
concern relating to the Account's financial statements, including any
uncorrected misstatements (or audit differences) whose effects management
believes are immaterial, both individually and in aggregate, to the financial
statements taken as a whole. If these communications are not made within 90 days
prior to the Account's annual filing, the Audit Committee will receive from the
independent auditors any reported updates to the information within 90 days
prior to the Account's annual filing. The Audit Committee may discuss these
matters with management.
The Audit Committee from time to time will discuss with auditors the adequacy
and effectiveness of internal accounting controls, disclosure controls and
procedures for the Account and the quality of staff implementing those controls
and procedures. The Audit Committee will consider the auditors' comments with
respect to the Account's financial policies, procedures and internal accounting
controls, management's compliance with these policies and controls, and
management's responses to the auditors' comments. The Audit Committee will make
recommendations to the Committee with respect to any further actions necessary
or desirable in response to such auditor comments.
The Audit Committee will meet with Fund auditors for such other purposes as the
Audit Committee may deem necessary or appropriate.
4. Discussions with Management. The Audit Committee may, as deemed necessary or
appropriate by the Audit Committee, discuss with management the following: (1)
unusual accounting issues; (2) the nature of any unusual or significant
commitments or contingent liabilities; (3) any significant difference in format
or disclosure from that adopted by other investment companies; (4) the
procedures and controls of management, including the adequacy and effectiveness
of internal controls and procedures and the quality of staff implementing those
controls and procedures; (5) if the Account's investment adviser has internal
audit staff, the staff's objectives and resources; and (6) such other matters as
the Audit Committee deems appropriate.
5. Changes in Accounting Principles or Practices. The Audit Committee will
consider the effect upon the Account of any changes in accounting principles or
practices proposed by management or the independent auditors. The Audit
Committee may consider whether proposed changes will have a significant effect
on the amounts reported for a current year or may have an effect in the future,
management's and the independent auditors' concurrence with the change and
management's or the auditors' underlying rationale for the change. The Audit
Committee will discuss with management and the independent auditors the
significance and potential effect of any changes in accounting policies proposed
by the independent auditors or by management.
6. Illegal Acts and Other Matters. As necessary the Audit Committee will review
with the independent auditors and management any "illegal act," as defined in
Section 10A of the Securities Exchange Act of 1934 and required by that statute
to be reported to the Audit Committee and any other significant issues reported
to the Audit Committee that could have a material effect on the Account's
financial statements. The Audit Committee will seek assurances from management
that appropriate remedial actions are taken with respect to any such illegal act
identified by the independent auditors. The Audit Committee also may review with
management and the independent auditors any compliance matter and any comments
or criticisms that the staff of the SEC brought to the attention of the Audit
Committee or management, and may develop a recommendation to management.(7) The
Audit Committee will report all such matters to the full Committee no later than
the next regular meeting of the Committee. The Audit Committee shall have the
authority to retain special counsel and other experts or consultants at the
expense of the appropriate Fund.
7. Receive Certifying Officers' Reports. The Audit Committee will receive, in
accordance with regulations adopted by the SEC, reports from the Account's
principal executive officer and principal financial officer, based on their
periodic evaluations, regarding: (a) significant deficiencies in the design or
operation of internal controls that could adversely affect the Account's ability
to record, process, summarize, and report financial data; (b) material
weaknesses in internal controls; and (c) fraud, whether or not material, that
involves management or other employees who have a significant role in the
Account's internal controls.
F. OTHER
1. Review Charter. The Audit Committee will review this Charter (including any
addendum to the Charter, if applicable) at least annually and will make
recommendations with respect to any amendment or supplement to the Charter it
determines to be necessary or desirable.
2. Amendments. So long as the Audit Committee is composed of all of the members
of the Committee who are not "interested persons" of the Account as defined in
Section 2(a)(19) of the 1940 Act, the Audit Committee may amend this Charter by
vote of a majority of the Audit Committee members. If the Audit Committee is
composed of fewer than all of the members of the Committee who are not
"interested persons," the Audit Committee will recommend any amendment to the
full Committee, and the Committee may amend this Charter by a vote of a majority
of its members who are not "interested persons."
3. Committee Communications. At least annually, the Audit Committee will report
to the Committee a summary of its activities, conclusions and recommendations,
unless the Audit Committee is comprised of all of the independent members of the
Committee. Such report is to be memorialized in the minutes of the Committee's
meetings.
4. Records. A copy of this Charter will be maintained by the Account in an
easily accessible place.
Adopted by the Committee of the Account on September 11, 2003.
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7 The Audit Committee may make recommendations to management with respect to any
illegal act, significant matter or compliance matter, and its recommendations
are not limited to matters related only to accounting and financial reporting.
EXHIBIT A TO AUDIT COMMITTEE CHARTER
Members of the Audit Committee
Rex Jennings
Richard P. Koeppe
Sanford Zisman
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 18, 2005 and at any adjournment thereof, and to represent and cast the
votes held on record by the undersigned on February 28, 2005, upon the proposals
below and as set forth in the Notice of Annual Meeting and Proxy Statement for
such meeting.
1) APPROVIE THE FILING OF AN APPLICATION WITH THE SEC TO TERMINATE
THE REGISTRATION OF ACCOUNT A AND TO CEASE TO BE AN INVESTMENT
COMPANY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Committee Members recommend a vote FOR)
2) 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
3) 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, 2005.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Committee Members recommend a vote FOR)
4) 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: , 2005
--------------------------
_________________________________
-------------------------
(Signature of Participant)
Please sign and date your Proxy and return promptly in the accompanying
envelope.