Great-West Variable Annuity Account A
Code of Ethics
Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002
The Variable Annuity Account Committee (the "Committee") of Great-West
Variable Annuity Account A (the "Account"), which is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), has adopted this Code of Ethics pursuant to Section
406 of the Sarbanes-Oxley Act of 2002 and the rules and forms of the Securities
and Exchange Commission (the "Commission") thereunder.
1. Persons to Whom this Code of Ethics Applies
This Code of Ethics is applicable to each person who occupies the
position of principal executive officer, principal financial officer, controller
or principal accounting officer ("Covered Officers"). The current Covered
Officers are listed on Exhibit A hereto.
2. Relationship to Codes of Ethics Under Rule 17j-1
The Account is subject to, and has adopted a code of ethics pursuant to
Rule 17j-1 under the 1940 Act, applicable to Committee Members, managers,
officers and employees of the Account and the Account's investment adviser, GW
Capital Management, LLC ("GWCM"), a wholly owned subsidiary of Great-West Life &
Annuity Insurance Company (the "Rule 17j-1 Code").
The Rule 17j-1 Code imposes reporting and disclosure requirements on
covered persons relating to their personal investment transactions in
securities, as well as substantively regulates such transactions, as the
Committee has determined to be reasonably necessary in order to prevent fraud,
deceit or manipulative practices by such persons in connection with the purchase
or sale, directly or indirectly, by the person of a security held or to be
acquired by a portfolio.
The requirements of this Code of Ethics are in addition to, not in
substitution for, the provisions of the 17j-1 Code that are applicable to
Covered Officers.
3. Substantive Requirements
a. Honest and ethical conduct, including ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships.
It shall be the responsibility of each Covered Officer to comply with
the reporting, disclosure and pre-approval requirements of the Rule 17j-1 Code
as applicable to his or her personal securities investments. No personal
securities investment transaction by a Covered Officer that complies with the
procedural, reporting, disclosure and other provisions of the Rule 17j-1 Code
shall be deemed to be a violation or constitute a waiver of any requirement of
this Code of Ethics.
No Covered Officer shall derive any improper personal1 financial or
other benefit of a substantial nature as a result of his or her position as the
principal executive officer, principal financial officer, controller or
principal accounting officer, as the case may be, through or from the Account,
or through or from any person or entity doing business or seeking to do business
with the Account, including, without limitation, gifts or gratuities (other than
customary business gifts, meals or business entertainment that are not
extravagant), preferred investment opportunities, or cash payments of any
amount.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Account and already are subject to conflict of interest
provisions in the 1940 Act and the Investment Advisers Act of 1940 ("Investment
Advisers Act'"). For example, Covered Officers may not individually engage in
certain transactions (such as the purchase or sale of certain property) with the
Account because of their status as "affiliated persons" of the Account. The
Account and GWCM's compliance programs and procedures are designed to prevent,
or identify and correct, violations of these provisions. This Code of Ethics
does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code of
Ethics.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Account and GWCM both of which the Covered Officers may be officers
or employees. As a result, this Code of Ethics recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Account or for GWCM or for both), be involved in establishing policies and
implementing decisions that will have different effects on GWCM and the Account.
The participation of the Covered Officers in such activities is inherent in the
contractual relationship between the Account and GWCM and is consistent with the
performance by the Covered Officers of their duties as officers of the Account.
Thus, if performed in conformity with the provisions of the 1940 Act and the
Investment Advisers Act, such activities will be deemed to have been handled
ethically.
The employment of a member of the immediate family of a Covered Officer
by an entity doing business, or seeking to do business, with the Account shall
not be deemed a violation of this Code of Ethics if the Covered Officer
discloses such employment to the Committee of the Account.
Any Covered Officer who shall, in his or her capacity as principal
executive officer, principal financial officer, controller or principal
accounting officer, receive or be offered any personal financial or other
benefit that is or may be proscribed by this Code of Ethics promptly shall
report same to the Account's Legal Compliance Officer.2 The Legal Compliance
Officer shall be, and hereby is, authorized to determine whether the receipt of
such financial or other benefit is or would be proscribed by this Code of
Ethics. If the Legal Compliance Officer shall determine the receipt of any such
personal financial or other benefit is or would be proscribed by this Code of
Ethics, then the Legal Compliance Officer may direct that such benefit be
refused or, if already received, that such benefit anonymously be donated to a
charitable organization. Upon such donation, no violation of this Code of Ethics
shall be deemed to have occurred by reason of the Covered Officer having
received such personal financial or other benefit. The Legal Compliance
Officer's determination that the offer to or receipt by a Covered Officer of a
benefit is not a violation of this Code of Ethics shall not be deemed a waiver
of any provision of this Code of Ethics.
The Legal Compliance Officer shall maintain a record of reports, if any,
by Covered Officers of the receipt or offer of personal financial or other
benefits, and the Legal Compliance Officer's determinations and directions with
respect to such reports.
b. Full, fair, accurate, timely and understandable disclosure in
reports and documents the Account files with, or submits to, the Commission and
in other public communications made by the Account.
Each Covered Officer is responsible for the full, fair, accurate, timely
and understandable disclosure in reports and documents the Account files with,
or submits to, the Commission and in other public communications made by the
Account, insofar as such disclosure or communication relates to matters within
the scope of such Covered Officer's responsibilities of office. Without limiting
the generality of the foregoing, no Covered Officer willfully shall cause or
permit any such disclosure or communication regarding a matter within the scope
of his or her responsibility to: misstate a material fact; or omit to state a
material fact necessary to make any statement made in any such disclosure or
communication, in light of the circumstances in which such statement is made,
not misleading.
c. Compliance with applicable governmental laws, rules and
regulations.
A Covered Officer promptly shall report to the Legal Compliance Officer
any non-compliance or apparent non-compliance by the Account with applicable
governmental laws, rules and regulations including, without limitation, federal
securities laws, regarding any matter that is within the scope of office of such
Covered Officer, and shall take such action, if any, as may be directed by the
Legal Compliance Officer with respect to the investigation or cure of such
non-compliance or apparent non-compliance.
The fact that a violation of applicable governmental laws, rules or
regulations has, or may have, occurred shall not itself be deemed violation of
this Code of Ethics. A determination by the Legal Compliance Officer that a
violation of applicable governmental laws, rules or regulations has, or has not,
occurred shall not be deemed a waiver of any provision of this Code of Ethics.
d. Prompt internal reporting of violations of this Code of
Ethics.
It is the responsibility of each Covered Person promptly to report to
the Legal Compliance Officer any violation or apparent violation of this Code of
Ethics by any Covered Person. The Legal Compliance Officer shall maintain a
record of the reports, if any, of violations or apparent violations of this Code
of Ethics by any Covered Person.
The Legal Compliance Officer shall determine, in response to any such
report, whether or not a violation of this Code of Ethics has occurred. The
Legal Compliance Officer, in carrying out his duties under the Code of Ethics,
may consult with outside counsel to the Account with respect to violations and
potential violations of the Code of Ethics or applicable legal requirements. In
the event the Legal Compliance Officer shall determine that a violation has
occurred, he or she shall report such violation to the Committee. If after due
investigation the Legal Compliance Officer determines that no violation has
occurred, no further action is necessary.
e. Accountability for adherence to this Code of Ethics.
Compliance with the requirements of this Code of Ethics is a condition
of office of each Covered Officer. In the event of violation of the requirements
of this Code of Ethics by a Covered Officer, the Committee may take such action,
as it deems appropriate, including, but not limited to, removal from office of
the Covered Officer.
Any changes or waivers of this Code of Ethics will, to the extent
required, be disclosed as provided by SEC Rules. Any amendments to this Code of
Ethics, other than amendments to Exhibit A, must be approved by a majority of
the Committee Members, including a majority of the disinterested Committee
Members.
All reports and records prepared or maintained pursuant to this Code of
Ethics shall be considered confidential and maintained and protected
accordingly. The Code of Ethics is intended solely for the internal use of the
Account and does not constitute an admission, by or on behalf of the Account, as
to any fact, circumstance, or legal conclusion.
Each Covered Officer shall acknowledge in writing his or her receipt of
a copy of this Code of Ethics, and his or her agreement that adherence to this
Code of Ethics is a condition of office.
Adopted: September 11, 2003.
ACKNOWLEDGEMENT
The undersigned, as _____________________________ [title] of the
Account, hereby acknowledges receipt of a copy of the Account's Code of Ethics
pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.
The undersigned further acknowledges his/her understanding and agreement
that adherence to the requirements of the Code of Ethics is a condition of
office with the Account.
Signature
Printed Name
Title
Date
EXHIBIT A
Covered Officers
William T. McCallum, President
Graham R. McDonald, Treasurer
Glen R. Derback, Controller
Beverly A. Byrne, Secretary
Mary C. Maiers, Assistant Treasurer and Investment Operations Compliance Officer
Bruce J. Hatcher, Assistant Treasurer
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1 For the purpose of this Code of Ethics, a "personal" benefit includes a
benefit offered to or received by: a Covered Officer; a partnership in which the
Covered Officer is a partner; a trust of which the Covered Officer is the
grantor or beneficiary; a member of such Covered Officer's "immediate family,"
which includes the Covered Officer's spouse, a child residing in the Covered
Officer's household (including a step or adoptive child), and any dependent of
the Covered Officer as defined in section 152 of the Internal Revenue Code; a
partnership in which any member of the Covered Officer's immediate family is a
partner; or a trust for the benefit of any member of the Covered Officer's
immediate family. 2 References herein to the Legal Compliance Officer shall
include the Account's Legal Compliance Officer and a designee of the Legal
Compliance Officer.