UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-01737
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
(Exact name of registrant as specified in charter)
8515 E. Orchard Road, Greenwood Village, Colorado 80111
(Address of principal executive offices)
BEVERLY A. BYRNE
Vice-President and Counsel
Great-West Life & Annuity Insurance Company
8515 E. Orchard Road
Greenwood Village, Colorado 80111
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 737-3000
Date of fiscal year end: December 31
Date of reporting period: December 31, 2004
ITEM 1. REPORTS TO STOCKHOLDERS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Variable Annuity Account Committee and the Participants of Great-West
Variable Annuity Account A:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of the Great-West Variable Annuity Account A (the
"Account") as of December 31, 2004, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Accounts' internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. Our procedures
included confirmation of securities owned as of December 31, 2004, by
correspondence with the custodian. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Great-West Variable Annuity Account A as of December 31, 2004, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
February 14, 2005
Great-West Variable Annuity Account A
-------------------------------------
Financial Statements and Financial Highlights for
The Years Ended December 31, 2004 and 2003
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2004
- ------------------------------------------------------------------------------------------------------------------------
ASSETS:
Investments in securities, market value (1) $ 6,374,845
Cash 102,210
Dividends and interest receivable 9,527
Due from affiliate, net 568,124
--------------------
Total assets 7,054,706
--------------------
NET ASSETS $ 7,054,706
====================
NET ASSETS REPRESENTED BY:
Accumulation units - 354,961 units at $18.26 $ 6,480,036
Reserves for annuities in course of payment 574,670
--------------------
NET ASSETS $ 7,054,706
====================
(1) Cost of investments in securities: $ 4,640,790
See notes to financial statements.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2004
- -------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME:
Interest $ 261
Dividends 127,384
------------------
Total income 127,645
------------------
EXPENSES:
Administration 17,420
Mortality risks 23,554
Investment management and advisory services 28,389
Expense risks 4,195
------------------
Total expenses 73,558
------------------
NET INVESTMENT INCOME 54,087
------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments 256,262
Change in net unrealized appreciation on investments 613,600
------------------
Net realized and unrealized gain on investments 869,862
------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 923,949
==================
See notes to financial statements.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2004 AND 2003
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
2004 2003
---------------- -----------------
---------------- -----------------
OPERATIONS:
Net investment income $ 54,087 $ 59,815
Net realized gain on investments 256,262 205,240
Change in net unrealized appreciation on investments 613,600 1,076,895
---------------- -----------------
---------------- -----------------
Net increase in net assets resulting from operations 923,949 1,341,950
---------------- -----------------
---------------- -----------------
UNIT TRANSACTIONS:
Surrenders (235,953) (693,011)
Annuity payments (73,035) (98,154)
Death payments (82,359)
Adjustments to net assets allocated to reserves for annuities
in course of payment 150,068 113,213
---------------- -----------------
---------------- -----------------
Net decrease in net assets resulting from unit transactions (241,279) (677,952)
---------------- -----------------
---------------- -----------------
Total increase in net assets 682,670 663,998
NET ASSETS:
Beginning of period 6,372,036 5,708,038
---------------- -----------------
---------------- -----------------
End of period $ 7,054,706 $ 6,372,036
================ =================
================ =================
OTHER INFORMATION:
UNITS:
Redeemed during the year:
Surrender (14,144) (48,159)
Death (5,048)
---------------- -----------------
---------------- -----------------
Net decrease (19,192) (48,159)
================ =================
================ =================
See notes to financial statements.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Selected data for an accumulation unit for the periods indicated were as
follows:
Year Ended December 31,
--------------------------------------------------------------------------
--------------------------------------------------------------------------
2004 2003 2002 2001 2000
------------- ------------- ----------- ------------ -----------
------------- ------------- ----------- ------------ -----------
Unit Value, Beginning of Period $ 15.7071 $ 12.4335 $ 13.9968 $ 14.3150 $ 12.4020
Income from Investment Operations
Net investment income 0.2045 0.2517 0.1544 0.1532 0.1605
Net realized and unrealized gain (loss) 2.3440 3.0219 (1.7177) (0.4714) 1.7525
------------- ------------- ----------- ------------ -----------
------------- ------------- ----------- ------------ -----------
Total Income (Loss) From
Investment Operations o 2.5485 3.2736 (1.5633) (0.3182) 1.9130
------------- ------------- ----------- ------------ -----------
------------- ------------- ----------- ------------ -----------
Unit Value, End of Period $ 18.2556 $ 15.7071 $ 12.4335 $ 13.9968 $ 14.3150
============= ============= =========== ============ ===========
============= ============= =========== ============ ===========
Total Return 16.23% 26.33% (11.17%) (2.22%) 15.42%
Net Assets, End of Period $ 6,480,036 $ 5,876,858 $ 5,250,832 $ 6,166,806 $ 6,744,185
Ratio of Expense to
Average Net Assets 1.21% 1.21% 1.21% 1.27% 1.20%
Ratio of Net Investment Income to
Average Net Assets 0.89% 1.07% 0.94% 0.86% 1.40%
Portfolio Turnover Rate 13.47% 13.49% 37.55% 14.13% 15.42%
o Net investment income and realized and unrealized gains (losses) are reflected
in the value of the accumulation units. Dividends are not declared from income
and capital gains are not distributed.
See notes to financial statements.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
- --------------------------------------------------------------------------------
1. ORGANIZATION & SIGNIFICANT ACCOUNTING POLICIES
Great-West Variable Annuity Account A (Variable Annuity Account A) is a
separate and distinct investment fund established by The Great-West Life
Assurance Company (Great-West Life). On December 31, 1991, Variable
Annuity Account A was transferred to and the variable annuity contracts
were reinsured by Great-West Life & Annuity Insurance Company (GWL&A),
an affiliate of Great-West Life. Variable Annuity Account A is
registered as an open-end diversified management investment company
under the Investment Company Act of 1940, and the registration under the
Securities Act of 1933 of the group variable annuity contracts funded by
Variable Annuity Account A became effective on November 27, 1968.
Purchase payments were first placed in Variable Annuity Account A on
January 3, 1969.
Effective April 6, 1984, Great-West Life ceased issuing variable annuity
contracts. Effective May 1, 1987, Great-West Life has not allowed new
participants to be enrolled under existing variable annuity contracts
and effective May 1, 1989, no additional contributions under existing
variable annuity contracts are being accepted.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates. The following is a summary of
the significant accounting policies of Variable Annuity Account A.
Security Valuation
Short-term securities with a maturity of 60 days or less are valued on
the basis of amortized cost. Equity securities are valued at the last
sale price as of the close of business of the principal exchange. If the
closing price is not available, the current bid will be used. Variable
Annuity Account A utilizes the "NASDAQ Official Closing Price" for
securities principally traded on the NASDAQ National Market System.
Fixed income and other securities are valued by independent pricing
services approved by the Variable Annuity Account A Committee.
Securities for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the
direction of the Variable Annuity Account A Committee.
Security Transactions
Security transactions are accounted for on the date the security is
purchased or sold (trade date). The cost of investments sold is
determined on the basis of specific identification.
Dividend income is accrued as of the ex-dividend date and interest
income, including amortization of discounts and premiums is recorded
daily.
Federal Income Taxes
The Variable Annuity Account A investment income is applied to increase
accumulation unit values. Under existing federal income tax rules,
Variable Annuity Account A investment income is not taxed to the extent
that it is applied to increase accumulation unit values. GWL&A reserves
the right to charge Variable Annuity Account A if such taxes are imposed
in the future.
Reserves For Annuities In Course of Payment
Net assets allocated to reserves for annuities in course of payment are
computed according to the 2000 Individual Annuitant Mortality Table. The
assumed investment return is 5 percent. The mortality risk is fully
borne by GWL&A and may result in additional amounts being transferred
into the variable annuity account by GWL&A to cover greater longevity of
annuitants than expected. Conversely, if amounts allocated exceed
amounts required, transfers may be made to GWL&A. At December 31, 2004,
Variable Annuity Account A recorded a receivable from GWL&A of $574,670
to cover greater longevity of annuitants than expected.
2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
GWL&A provides administrative services to Variable Annuity Account A and
has assumed mortality and expense risks of the contracts. Effective
November 1, 1996, GW Capital Management, LLC, doing business as Maxim
Capital Management, LLC, a wholly-owned subsidiary of GWL&A, serves as
investment adviser. A daily deduction of .0033052% (an effective annual
rate of 1.2064%) is made from the gross investment income of Variable
Annuity Account A. This deduction, expressed on an annual basis, is
broken down as follows: 0.2857% for administrative expenses, 0.3863% for
mortality risks, 0.0688% for expense risks, and 0.4656% for investment
management and advisory services.
Contract benefit payments are advanced by GWL&A to contract holders on
behalf of Variable Annuity Account A. Variable Annuity Account A
reimburses GWL&A for these payments periodically.
As of December 31, 2004, there were 35 funds for which the committee
members served as Directors, one of which is Variable Annuity Account A.
The total compensation paid to the independent directors with respect to
all funds for which they serve as Directors was $92,250 for the year
ended December 31, 2004. Certain officers of Variable Annuity Account A
are also directors and/or officers of GWL&A or its subsidiaries. No
officer or interested committee member of Variable Annuity Account A
receives any compensation directly from Variable Annuity Account A.
3. PURCHASES AND SALES OF INVESTMENT SECURITIES
For the year ended December 31, 2004, the aggregate cost of purchases
and proceeds from sales of investment securities (excluding all U.S.
Government securities and short-term securities) were $805,239 and
$1,018,973, respectively. For the year ended December 31, 2004, there
were no purchases or sales of long-term U.S. Government securities.
4. ACCUMULATION UNIT VALUES
VALUATION ACCUMULATION VALUATION ACCUMULATION
DATE UNIT VALUE DATE UNIT VALUE
-------------------------- -------------------------- ------------------------ ---------------------------
January 3, 1969 $ 1.00000000 March 31, 1972 $ 1.50937876
March 28, 1969 $ 1.07468400 June 30, 1972 $ 1.46441659
June 27, 1969 $ 1.07583259 September 29, 1972 $ 1.41141921
September 30, 1969 $ 1.04319336 December 31, 1972 $ 1.43641768
December 31, 1969 $ 1.05956294 March 30, 1973 $ 1.14518173
March 31, 1970 $ 1.05322327 June 29, 1973 $ .94975920
June 30, 1970 $ .86337212 September 28, 1973 $ 1.12752636
September 30, 1970 $ .98057690 December 31, 1973 $ .98798465
December 31, 1970 $ 1.08416020 March 29, 1974 $ .92504974
March 31, 1971 $ 1.28783953 June 28, 1974 $ .84636772
June 30, 1971 $ 1.31417688 September 30, 1974 $ .69582357
September 30, 1971 $ 1.34600160 December 31, 1974 $ .76438983
December 31, 1971 $ 1.40624309 March 31, 1975 $ .85484991
(Continued)
4.
ACCUMULATION UNIT VALUES (Continued)
VALUATION ACCUMULATION VALUATION ACCUMULATION
DATE UNIT VALUE DATE UNIT VALUE
-------------------------- -------------------------- ------------------------ ---------------------------
June 30, 1975 $ .94523691 September 30, 1987 $ 3.58107036
September 30, 1975 $ .86720026 December 31, 1987 $ 2.90927633
December 31, 1975 $ .89703274 March 31, 1988 $ 3.03211290
March 31, 1976 $ 1.02654318 June 30, 1988 $ 3.14170371
June 30, 1976 $ 1.04254066 December 31, 1988 $ 3.24632490
September 30, 1976 $ 1.02175714 March 31, 1989 $ 3.40048089
December 31, 1976 $ 1.06312535 June 30, 1989 $ 3.66057985
March 31, 1977 $ .96668709 September 30, 1989 $ 4.03595925
June 30, 1977 $ .97779837 December 31, 1989 $ 4.16667314
September 30, 1977 $ .91543186 March 31, 1990 $ 4.10420565
December 31, 1977 $ .91330430 June 30, 1990 $ 4.40575331
March 31, 1978 $ .88025820 September 30, 1990 $ 3.95067300
June 30, 1978 $ .94981303 December 31, 1990 $ 4.09586804
September 30, 1978 $ 1.02175412 March 31, 1991 $ 4.67731834
December 31, 1978 $ .94566769 June 30, 1991 $ 4.46997251
March 31, 1979 $ 1.03700469 September 30, 1991 $ 4.70629835
June 30, 1979 $ 1.03384794 December 31, 1991 $ 5.17489662
September 30, 1979 $ 1.07966980 March 31, 1992 $ 5.00089395
December 31, 1979 $ 1.09861144 June 30, 1992 $ 4.90045709
March 31, 1980 $ 1.02778990 September 30, 1992 $ 4.94334533
June 30, 1980 $ 1.15888482 December 31, 1992 $ 5.39680799
September 30, 1980 $ 1.24125856 March 31, 1993 $ 5.70268053
December 31, 1980 $ 1.34937658 June 30, 1993 $ 5.91443136
March 31, 1981 $ 1.34420316 September 30, 1993 $ 6.20352631
June 30, 1981 $ 1.31151501 December 31, 1993 $ 6.24551098
September 30, 1981 $ 1.21957549 March 31, 1994 $ 6.07099873
December 31, 1981 $ 1.34034823 June 30, 1994 $ 5.98373289
March 31, 1982 $ 1.22060069 September 30, 1994 $ 6.21184797
June 30, 1982 $ 1.21747890 December 31, 1994 $ 6.07070336
September 30, 1982 $ 1.32107048 March 31, 1995 $ 6.43386353
December 31, 1982 $ 1.54829628 June 30, 1995 $ 6.93539739
March 31, 1983 $ 1.72492408 September 30, 1995 $ 7.34349110
June 30, 1983 $ 1.88999803 December 31, 1995 $ 7.50058268
September 30, 1983 $ 1.85391985 March 31, 1996 $ 7.97167430
December 31, 1983 $ 1.86959830 June 30, 1996 $ 8.16277408
March 31, 1984 $ 1.77987261 September 30, 1996 $ 8.36088935
June 30, 1984 $ 1.74123169 December 31, 1996 $ 8.76699327
September 30, 1984 $ 1.89436321 March 31, 1997 $ 9.10319430
December 31, 1984 $ 1.94021457 June 30, 1997 $ 9.87479147
March 31, 1985 $ 2.11639231 September 30, 1997 $ 10.11055595
June 30, 1985 $ 2.31593116 December 31, 1997 $ 10.66148379
September 30, 1985 $ 2.17502453 March 31, 1998 $ 10.99141808
December 31, 1985 $ 2.50415588 June 30, 1998 $ 11.46520474
March 31, 1986 $ 2.92575544 September 30, 1998 $ 9.63105524
June 30, 1986 $ 3.12894373 December 31, 1998 $ 11.95317612
September 30, 1986 $ 2.79849885 March 31, 1999 $ 12.29221948
December 31, 1986 $ 2.92996949 June 30, 1999 $ 13.52815376
March 31, 1987 $ 3.45357315 September 30, 1999 $ 12.49689723
June 30, 1987 $ 3.47692861 December 31, 1999 $ 12.40218931
(Continued)
4.
ACCUMULATION UNIT VALUES (Continued)
VALUATION ACCUMULATION VALUATION ACCUMULATION
DATE UNIT VALUE DATE UNIT VALUE
-------------------------- -------------------------- ------------------------ ---------------------------
March 31, 2000 $ 12.53233074 September 30, 2002 $ 11.81737430
June 30, 2000 $ 12.24858685 December 31, 2002 $ 12.43353369
September 30, 2000 $ 13.38557109 March 31, 2003 $ 11.56298533
December 31, 2000 $ 14.31497677 June 30, 2003 $ 13.53742761
March 31, 2001 $ 13.73607754 September 30, 2003 $ 13.93933144
June 30, 2001 $ 14.31362550 December 31, 2003 $ 15.70708492
September 30, 2001 $ 12.85597815 March 31, 2004 $ 16.37585983
December 31, 2001 $ 13.99677835 June 30, 2004 $ 16.55182442
March 31, 2002 $ 15.05815490 September 30, 2004 $ 16.65007324
June 30, 2002 $ 14.19273347 December 31, 2004 $ 18.25560866
(Concluded)
Great-West Variable Annuity Account A
Schedule of Investments
December 31, 2004
COMMON STOCK
Shares Value ($)
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE --- 3.16%
1,350 Lockheed Martin Corp 74,993
3,200 Rockwell Collins 126,208
$201,201
AUTO PARTS & EQUIPMENT --- 3.18%
3,200 Johnson Controls Inc 203,008
$203,008
BANKS --- 7.75%
5,123 Regions Financial Corp 182,328
5,925 Wachovia Corp 311,655
$493,983
BUILDING MATERIALS --- 3.00%
3,500 Vulcan Materials Co 191,135
$191,135
CHEMICALS --- 2.67%
2,500 PPG Industries Inc 170,400
$170,400
COMMUNICATIONS - EQUIPMENT --- 1.92%
110 Lucent Technologies Inc* 174
7,100 Motorola Inc 122,120
$122,294
COMPUTER HARDWARE & SYSTEMS --- 1.85%
2,800 Dell Inc* 117,992
$117,992
ELECTRIC COMPANIES --- 2.95%
4,300 Consolidated Edison Inc 188,125
$188,125
ELECTRONIC INSTRUMENT & EQUIP --- 2.49%
3,200 Rockwell Automation Inc 158,560
$158,560
ELECTRONICS - SEMICONDUCTOR --- 1.84%
783 Freescale Semiconductor Inc* 14,376
4,400 Intel Corp 102,916
$117,292
FINANCIAL SERVICES --- 2.58%
4,224 JPMorgan Chase & Co 164,778
$164,778
FOOD & BEVERAGES --- 2.61%
3,000 Hershey Foods Corp 166,620
$166,620
HOUSEHOLD GOODS --- 9.19%
2,900 Kimberly-Clark Corp 190,849
4,500 Leggett & Platt Inc 127,935
5,900 Maytag Corp 124,490
5,900 Newell Rubbermaid Inc 142,721
$585,995
INSURANCE RELATED --- 10.75%
2,500 Allstate Corp 129,300
2,600 Hartford Financial Services Group Inc 180,206
3,800 Lincoln National Corp 177,384
3,475 Torchmark Corp 198,562
$685,452
LEISURE & ENTERTAINMENT --- 3.12%
10,220 Time Warner Inc* 198,677
$198,677
OFFICE EQUIPMENT & SUPPLIES --- 2.67%
10,000 Xerox Corp* 170,100
$170,100
OIL & GAS --- 8.86%
2,424 Exxon Mobil Corp 124,254
2,100 Schlumberger Ltd 140,595
2,530 Sunoco Inc 206,726
2,200 Transocean Inc* 93,258
$564,833
PAPER & FOREST PRODUCTS --- 0.04%
87 Neenah Paper Inc* 2,836
$2,836
PHARMACEUTICALS --- 4.59%
3,200 Johnson & Johnson 202,944
2,780 Merck & Co Inc 89,349
$292,293
PRINTING & PUBLISHING --- 5.34%
2,100 Gannett Co Inc 171,570
4,000 Tribune Co 168,560
$340,130
RESTAURANTS --- 2.81%
5,100 Brinker International Inc* 178,857
$178,857
RETAIL --- 4.46%
4,400 Albertson's Inc 105,072
3,700 Costco Wholesale Corp 179,117
$284,189
SPECIALIZED SERVICES --- 1.59%
8,000 Adecco SA 101,200
$101,200
TEXTILES --- 2.58%
3,900 Liz Claiborne Inc 164,619
$164,619
UTILITIES --- 8.00%
3,500 Constellation Energy Group 152,984
7,400 Duke Energy Corp 187,368
4,600 NICOR Inc 169,924
$510,276
TOTAL COMMON STOCK --- 100.00% $6,374,845
(Cost $4,640,790)
TOTAL GREAT-WEST VARIABLE ANNUITY ACCOUNT A --- 100.00% $6,374,845
(Cost $4,640,790)
Legend
* Non-income Producing Security
See Notes to Financial Statements.
ACCOUNT COMMITTEE MEMBERS AND OFFICERS (UNAUDITED)
The operation of the Account is subject to the direction and approval of the
Committee in accordance with the Rules and Regulations of the Account. The
Committee performs the functions of the Board of Directors of an incorporated
investment company. The Rules and Regulations of the Account provide for a
Committee of not less than five nor more than fifteen members to be elected by
Participants at annual meetings. The term of office for each Committee Member is
one year
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
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
- ----------------------------------------------------------------------------- ------------------- -----------------------
INDEPENDENT* COMMITTEE MEMBERS
- ----------------------------------------------------------------------------- ------------------- -----------------------
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
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
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
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.
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
- ---------------- -------------- --------------- ----------------------------- ------------------- -----------------------
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.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A - MEETING OF PARTICIPANTS (UNAUDITED)
A Meeting of Participants was held on April 16, 2004 at 8525 East Orchard Road,
Greenwood Village, Colorado for the following purposes:
(1) To elect members of the Great-West Variable Annuity Account A Committee to
serve until their successors are elected and qualified;
(2) To ratify or reject the selection of Deloitte & Touche, LLP as independent
auditors for the Great-West Variable Annuity Account A for the fiscal year
ending December 31, 2004; and
(3) To transact any other business which may properly come before the meeting or
any adjournment or adjournments thereof.
The votes cast for the election of R.P. Koeppe as a Committee Member were:
For: 177,989.50413
Against: 0
Abstain: 0
The votes cast for the election of R. Jennings as a Committee Member were:
For: 177,989.50413
Against: 0
Abstain: 0
The votes cast for the election of M.T.G. Graye as a Committee Member were:
For: 177,989.50413
Against: 0
Abstain: 0
The votes cast for the election of W.T. McCallum as a Committee Member were:
For: 177,989.50413
Against: 0
Abstain: 0
The votes cast for the election of S. Zisman as a Committee Member were:
For: 177,989.50413
Against: 0
Abstain: 0
The votes cast to ratify or reject the selection of Deloitte & Touche as
independent auditors for the Great-West Variable Annuity Account A were:
For: 175,091.83704
Against: 0
Abstain: 2,897.66709
ITEM 2. CODE OF ETHICS
(a) As of the end of the period covered by this report, the registrant has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless
of whether these individuals are employed by the registrant or a third
party. A copy of the code of ethics is filed as an exhibit to this Form
N-CSR.
(b) For purposes of this item, "code of ethics" means written standards that
are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) During the period covered by the report, there have not been any amendments
to the provisions of the code of ethics.
(d) During the period covered by the report, the registrant has not granted any
express or implicit waivers from the provisions of the code of ethics.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
Mr. Sanford Zisman is the audit committee financial expert and is "independent,"
pursuant to general instructions on Form N-CSR Item 3.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the principal accountant for the
audit of the registrant's annual financial statements or services that are
normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years were: $7,100 for
fiscal year 2003 and $7,600 for fiscal year 2004.
(b) Audit-Related Fees. There were no fees billed in each of the last two
fiscal years for assurance and related services by the principal accountant
that are reasonably related to the performance of the audit of the
registrant's financial statements and are not reported under paragraph (a)
of this Item.
(c) Tax Fees. There were no fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning.
(d) All Other Fees. There were no fees billed in each of the last two fiscal
years for products and services provided by the principal accountant, other
than the services reported in paragraphs (a) through (c) of this Item.
(e) (1) Audit Committee's Pre-Approval Policies and Procedures.
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 Fund by its independent
auditors. The Audit Committee will not grant such approval to any
auditors that are proposed to perform an audit for the Fund if a chief
executive officer, controller, chief financial officer, chief
accounting officer or any person serving in an equivalent position for
the Fund that is responsible for the financial reporting or operations
of the Fund was employed by those auditors and participated in any
capacity in an audit of the Fund during the year period (or such other
period proscribed under SEC rules) preceding the date of initiation of
such audit.
Pre-Approval of Non-Audit Services. The Audit Committee must
pre-approve any non-audit services, including tax services, to be
provided to the Fund by its independent auditors (except those within
applicable de minimis statutory or regulatory exceptions)1 provided
that the Fund's auditors will not provide the following non-audit
services to the Fund: (a) bookkeeping or other services related to the
accounting records or financial statements of the Fund; (b) financial
information systems design and implementation; (c) appraisal or
valuation services, fairness opinions, or contribution-in-kind reports;
(d) actuarial services; (e) internal audit outsourcing services; (f)
management functions or human resources; (g) broker-dealer, investment
adviser, or investment banking services; (h) legal services; (i) expert
services unrelated to the audit; and (j) any other service that the
Public Company Accounting Oversight Board determines, by regulation, is
impermissible.2
Pre-approval with respect to Non-Fund Entities. The Audit Committee
must pre-approve any non-audit services that relate directly to the
operations and financial reporting of the Fund (except those within
applicable de minimis statutory or regulatory exceptions)3 to be
provided by the Fund's auditors to (a) the Fund'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 Fund.4 The Audit Committee may approve audit and non-audit services
on a case-by-case basis or adopt pre-approval policies and procedures
that are detailed as to a particular service, provided that the Audit
Committee is informed promptly of each service, or use a combination of
these approaches.
Delegation. The Audit Committee may delegate pre-approval authority to
one or more of the Audit Committee's members. Any member or members to
whom such pre-approval authority is delegated must report any
pre-approval decisions to the Audit Committee at its next scheduled
meeting.
(e) (2) 100% of the services described pursuant to paragraphs (b) through
(d) of this Item 4 of Form N-CSR were approved by the audit committee,
and no such services were approved by the audit committee pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
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1 No pre-approval is required as to non-audit services provided to the Fund if:
(a) the aggregate amount of all non-audit services provided to the Fund
constitute not more than 5% of the total amount of revenues paid by the Fund to
the independent auditors during the fiscal year in which the services are
provided; (b) these services were not recognized by the Fund 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.
(f) Not Applicable.
(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under
common control with the adviser that provides ongoing services to the
registrant for fiscal year 2003 equaled $1,035,850, and for fiscal year
2004 equaled $429,000.
(h) The registrant's audit committee of the board of directors has considered
whether the provision of non-audit services that were rendered to the
registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by
another investment adviser), and any entity controlling, controlled by, or
under common control with the investment adviser that provides ongoing
services to the registrant that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining
the principal accountant's independence.
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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 Fund, the Fund'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 Fund; (b)
these services were not recognized by the Fund 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 Fund's primary investment adviser.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Mr. Sanford Zisman, Chairman; Mr. Richard P. Koeppe; and Mr. Rex Jennings
comprise the separately designated standing audit committee pursuant to general
instructions on Form N-CSR Item 5.
ITEM 6. SCHEDULE OF INVESTMENTS
The schedule is included as part of the report to shareholders filed under Item
1 of this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES
Not Applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANY.
Not Applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS
Not Applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no material changes to the procedure by which shareholders may
recommend nominees to the registrant's board of directors.
ITEM 11. CONTROLS AND PROCEDURES
(a) The registrant's principal executive officer and principal financial officer
have concluded, based upon their evaluation of the registrant's disclosure
controls and procedures as conducted within 90 days of the filing date of this
report, that these disclosure controls and procedures provide reasonable
assurance that material information required to be disclosed by the registrant
in the report it files or submits on Form N-CSR is recorded, processed,
summarized and reported, within the time periods specified in the commission's
rules and forms and that such material information is accumulated and
Communicated to the registrant's management, including its principal executive
officer and principal financial officer, as appropriate, in order to allow
timely decisions regarding required disclosure.
(b) The registrant's principal executive officer and principal financial officer
are aware of no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 12. EXHIBITS
(a) (1) Code of Ethics required by Item 2 of this Form is filed herewith.
(2) A separate certification for each principal executive and principal
financial officer as required by Rule 30a-2(a) under the Investment Company Act
of 1940 is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
By:
/s/ W.T. McCallum
W. T. McCallum
President
Date: February 28, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By:
/s/ W.T. McCallum
W. T. McCallum
President
Date: February 28, 2005
By:
/s/ G.R. McDonald
G. R. McDonald
Treasurer
Date: February 28, 2005