[Federal Register Volume 60, Number 170 (Friday, September 1, 1995)]
[Notices]
[Pages 45761-45763]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-21755]



-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21322; File No. 812-9420]


Great-West Life & Annuity Insurance Company, et al.

August 28, 1995.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for amendment to order granting 
exemptions pursuant to the Investment Company Act of 1940 (the ``1940 
Act'').

-----------------------------------------------------------------------

APPLICANTS: Great-West Life & Annuity Insurance Company (the 
``Company''), The Great-West Life Assurance Company (``Great-West 
Life'') and FutureFunds Series Account (the ``Separate Account'').

RELEVANT 1940 ACT SECTIONS: Order requested pursuant to Section 6(c) of 
the 1940 Act to amend order granting exemptions from the provisions of 
Sections 26(a) and 27(c)(2) thereof.

SUMMARY OF APPLICATION: Applicants seek an amendment to an order that 
permits deduction of mortality and expense risk charges from the assets 
of the Separate Account in connection with the issuance and sale of 
certain group variable annuity contracts (``Existing Contracts'').\1\ 
The amendment will permit the deduction of mortality and expense risk 
charges from the assets of any other separate account established in 
the future by the Company (``Future Accounts,'' together with the 
Separate Account, ``Accounts''), in connection with the issuance of 
certain group variable annuity contracts that are substantially similar 
in all material respects to the Existing Contracts (``Future 
Contracts,'' together with Existing Contracts, ``Contracts'').

    \1\ See Great-West Life & Annuity Insurance Company, et al., 
Inv. Co. Act Rel. No. 13998 (June 19, 1984) (notice) and Inv. Co. 
Act. Rel. No. 14038 (July 17, 1984) (order); file no. 812-5818.
---------------------------------------------------------------------------

FILING DATE: The application was filed on January 9, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Secretary of the 
Commission and serving Applicants with a copy of the request, 
personally or by mail. Hearing requests must be received by the 
Commission by 5:30 

[[Page 45762]]
p.m. on September 18, 1995, and should be accompanied by proof of 
service on Applicants in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons may request notification of a hearing by writing to 
the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 5th 
Street, NW., Washington, DC 20549. Applicants, c/o Beverly A. Byrne, 
Assistant Counsel, Great-West Life & Annuity Insurance Company, Great-
West Life Center, 8515 East Orchard Road, Englewood, Colorado 80111.

FOR FURTHER INFORMATION CONTACT:
Kevin M. Kirchoff, Senior Counsel, or Brenda D. Sneed, Chief, Office of 
Insurance Products (Division of Investment Management), at (202) 942-
0670.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application; the complete application is available for a fee from the 
Public Reference Branch of the Commission.

Applicant's Representations

    1. The Company is a stock life insurance company originally 
organized under the laws of the State of Kansas as the National 
Interment Association. In September of 1990, the Company redomesticated 
and is now organized under the laws of the State of Colorado. The 
Company, a wholly-owned subsidiary of Great-West Life, is licensed to 
sell insurance and annuities, and is qualified to do business in 49 
states and the District of Columbia.
    2. The Separate Account was established by the Company under the 
laws of the State of Kansas on November 15, 1983. As a result of the 
Company's redomestication to Colorado, the Separate Account now exists 
pursuant to Colorado law.
    3. Great-West Life, a life insurance company organized under the 
laws of Canada, is the principal underwriter of the Existing Contracts. 
Great-West Life is registered with the Commission as a broker-dealer 
pursuant to the Securities Exchange Act of 1934 (the ``1934 Act'') and 
is a member of the National Association of Securities Dealers, Inc. The 
Existing Contracts are offered through licensed insurance agents of the 
Company who are registered representatives of either Great-West Life of 
a broker-dealer registered pursuant to the 1934 Act with which Great-
West Life has entered into a dealer agreement.
    4. The Separate Account is an investment account of the Company 
which acts as a funding vehicle for the Existing Contracts. The assets 
of the Separate Account are owned by the Company, but segregated from 
the other assets of the Company, and the obligations under the Existing 
Contracts are obligations of the Company. The income, gains and losses 
incurred on the assets in the Separate Account, whether or not 
realized, are credited to or charged against the Separate Account 
without regard to other income, gains or losses of the Company.
    5. The Separate Account currently has seventeen investment 
divisions (``Investment Divisions'') available for the purpose of 
investing contributions (``Contributions'') by, or on behalf of, 
participants in the group (``Participants'') received under the 
Existing Contracts. Each Investment Division invests solely in a 
corresponding portfolio of Maxim Series Fund, Inc., TCI Portfolios, 
Inc. or Fidelity Variable Insurance Products Fund, each of which has a 
different investment objective.
    6. The Existing Contracts provide that, prior to the annuity 
commencement date, Contributions can accumulate on a variable basis, 
fixed basis, or a combination of both. Participants of Existing 
Contracts allocate Contributions to the Investment Divisions of their 
choice. The value under an Existing Contract varies with the investment 
performance of the applicable Investment Divisions of the Separate 
Account. Therefore, the owner of an Existing Contract, rather than the 
Company, assumes the risk of investment gain or loss on investments.
    7. Participants of Existing Contracts may specify the date on which 
they desire annuity payments to begin, and may later change the date 
through a written request. The Existing Contracts offer several annuity 
options payable on a variable basis, a fixed basis, or a combination of 
both.
    8. The Existing Contracts provide that the Company may deduct an 
annual contract maintenance charge of not more than sixty dollars from 
each Participant's account.
    9. The Company currently intends to itself pay any premium tax 
relating to the Existing Contracts that is levied by any governmental 
entity, but has reserved the right to deduct any such tax from account 
values after giving notice to all Participants.
    10. No sales charge is deducted from purchase payments, however, a 
contingent deferred sales charge (``CDSC'') is deducted upon total or 
partial surrender of an Existing Contract, other than at death or 
annuitization. In some circumstances an amount against which a CDSC is 
not assessed (``Free Amount'') applies. The Free Amount applicable to a 
given Existing Contract will not exceed ten percent of the 
Participant's annuity account value on December 31 of the prior year. 
All distributions in excess of an applicable Free Amount during a 
calendar year, are subject to a CDSC.
    11. The amount of CDSC, which in no event will exceed 8.5%, is as 
follows:
    (1) the CDSC equals 6% of the amount distributed in excess of the 
Free Amount (though the cumulative total of all such charges will not 
exceed 6% of all Contributions made within 72 months prior to the date 
of the particular distribution), for: (i) Section 401(k) retirement 
plans where the employer does not also maintain a Section 403(b) or 
Section 457 group contract with the Company; (ii) Section 401(a) plans 
where the employer also maintains a Section 403(b) group contract; and 
(iii) Section 403(b) retirement plans, other than employer-sponsored 
plans issued after May 1, 1992;
    (2) For: (i) group contracts issued in exchange for group tax-
sheltered annuity or group deferred compensation annuity contracts of 
Great-West Life, and (ii) Section 457 group contracts issued prior to 
May 1988 and not amended; the total of all CDSCs will not exceed (a) 6% 
of an amount equal to all Contributions made within 72 months prior to 
the date of the particular distribution, plus (b) an amount which is 
the result of multiplying the amount initially applied to a Participant 
annuity account from the exchanged contract by an appropriate 
percentage, or an amount equal to a percentage of the amount 
distributed in excess of the Free Amount, as chosen from the following 
chart:

------------------------------------------------------------------------
        No. of years of coverage of the participant          Percentage 
------------------------------------------------------------------------
Less than 5...............................................  6.          
At least 5 but less than 10...............................  5.          
At least 10...............................................  4;          
------------------------------------------------------------------------

and.
    (3) For: (i) Section 403(b) employer-sponsored plans issued after 
April 30, 1992; (ii) Section 457 group contracts issued after April 30, 
1988; (iii) Section 457 group contracts issued prior to May 1988 but 
amended to incorporate this provision; and (iv) Section 401(a) plans 
where the employer also maintains a Section 457 group contract; the 
CDSC on amounts distributed in excess of the Free Amount will vary 
based on the following table:

                                                                        

[[Page 45763]]
------------------------------------------------------------------------
   No. of years of participation in the separate account     Percentage 
------------------------------------------------------------------------
0-4.......................................................  5           
5-9.......................................................  4           
10-14.....................................................  3           
15 or more................................................  0           
------------------------------------------------------------------------



    12. The Company assumes mortality and expense risks under the 
Existing Contracts because of its contractual obligation to make 
annuity payments, in the case of a life annuity, regardless of how long 
an annuitant may live. The mortality risk is the risk that, upon 
selection of a life annuity which has a life contingency, annuitants 
will live longer than the Company's actuarial projections indicate, 
resulting in higher than expected annuity payments. The expense risk is 
the risk that actual administrative expenses involved in administering 
the Existing Contracts may exceed the anticipated administrative 
expenses.
    13. As compensation for assuming these mortality and expense risks, 
the Company assesses a daily charge at an annual effective rate of 
1.25% of the net asset value of the Separate Account (``Mortality and 
Expense Risk Charge'').
    14. When the accounts derived from the Mortality and Expense Risk 
Charge are insufficient to cover the actual costs resulting from the 
mortality and expense risk, the Company bears the costs and realizes a 
loss. When the amounts derived from the Mortality and Expense Risk 
Charge are more than sufficient, the excess is a profit that is added 
to the Company's surplus and used for any lawful purpose, including the 
costs of distributing the Existing Contracts.

Applicants' Legal Analysis and Conditions

    1. Pursuant to Section 6(c) of the 1940 Act the Commission may, by 
order upon application, conditionally or unconditionally exempt any 
person, security, or transaction, or any class or classes of persons, 
securities or transactions, from any provision or provisions of the 
1940 Act or from any rule or regulation thereunder, if and to the 
extent that such exemption is necessary or appropriate in the public 
interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the 1940 Act.
    2. Sections 26(a)(2)(C) and 27(c)(2) of the 1940 Act, in pertinent 
part, prohibit a registered unit investment trust and any depositor 
thereof or underwriter thereof from selling periodic payment plan 
certificates unless the proceeds of all payments (other than sales 
load) are deposited with a qualified bank as trustee or custodian and 
held under arrangements which prohibit any payment to the depositor or 
principal underwriter except a fee, not exceeding such reasonable 
amount as the Commission may prescribe, for performing bookkeeping and 
other administrative services of a character normally performed by the 
bank itself.
    3. Applicants previously received exemptive relief (``Previous 
Exemption'') pursuant to Section 6(c) of the 1940 Act exempting them 
from Sections 26(a) and 27(c)(2) of the 1940 Act to the extent 
necessary to permit the deduction of the Mortality and Expense Risk 
Charge from the assets of the Separate Account.\2\ Applicants now 
request an amendment to the Previous Exemption to permit the deduction 
of the Mortality and Expense Risk Charge from the assets of any other 
separate account established in the future by the Company, in 
connection with the issuance of certain variable annuity group 
contracts that are substantially similar in all material respects to 
the Existing Contracts. Without the requested exemptive relief, 
Applicants would have to request and obtain such relief for each Future 
Account the Company establishes to fund Future Contracts. Applicants 
assert that such additional requests for exemptive relief would present 
no issues under the 1940 Act that have not been addressed by either the 
Previous Exemption or the application that is the subject of this 
notice.

    \2\ Great West Life & Annuity Insurance Company, et al., Inv. 
Co. Act Rel. No. 13998 (June 19, 1984) (notice) and Inv. Co. Act. 
Rel. No. 14038 (July 17, 1984) (order).
---------------------------------------------------------------------------

    4. Applicants assert that the Mortality and Expense Risk Charge of 
1.25% is within the range of industry practice for comparable annuity 
products. Applicants state that this determination is based upon an 
analysis of publicly available information about similar industry 
products, taking into consideration such factors as current charge 
levels, the existence of charge guarantees, guaranteed annuity rates 
and the markets in which the Contracts or offered. Applicants undertake 
to maintain a memorandum, available to the Commission upon request, 
outlining the methodology underlying this representation.
    5. Applicants represent that Future Contracts will provide for 
equal or lower Mortality and Expense Risk Charge than the Existing 
Contracts. The amount of the Mortality and Expense Risk Charges will be 
stated in each Future Contract, and will be guaranteed not to increase.

Conclusion

    For the reasons summarized above, Applicants represent that the 
exemptions requested are necessary and appropriate in the public 
interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the 1940 Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-21755 Filed 8-31-95; 8:45 am]
BILLING CODE 8010-01-M