SCHWAB ONESOURCE ANNUITY®

A flexible premium variable annuity

Issued by

Great-West Life & Annuity Insurance Company

Overview

This Prospectus describes the Schwab OneSource Annuity®, formerly the Schwab Signature Annuity (the “Contract”) — a flexible premium variable annuity contract that allows you to accumulate assets on a tax-deferred basis for retirement or other long-term purposes.  Great-West Life & Annuity Insurance Company (“we,” “us,” “Great-West” or “GWL&A”) issues the Contract either on a group basis or as individual contracts.  Participants in the group contract will be issued a certificate showing an interest under the group contract. Both will be referred to as “Contract” throughout this Prospectus. The group Contract is offered to: (a) existing customers of Charles Schwab & Co., Inc. (“Schwab”); and (b) individuals that have entered into a contract to receive advisory services from independent investment advisors that have an existing contractual relationship with Schwab.

This Prospectus presents important information you should review before purchasing the Schwab OneSource Annuity, including a description of the material rights and obligations under the Contract.  Your Contract and any endorsements are the formal contractual agreement between you and us.  It is important that you read the Contract and endorsements, which reflect other variations.  Please read this Prospectus carefully and keep it on file for future reference.  You can find more detailed information pertaining to the Contract in the Statement of Additional Information (“SAI”) dated April 30, 2010 (as may be amended from time to time), and filed with the Securities and Exchange Commission (the “SEC”).  The SAI is incorporated by reference into this Prospectus as a matter of law, which means it is legally a part of this Prospectus.  The SAI’s table of contents may be found on the last page of this Prospectus.  You may obtain a copy without charge by contacting the Annuity Service Center at the address or phone number listed on page 43 of this Prospectus.  Or, you can obtain it by visiting the SEC’s web site at http://www.sec.gov. This web site also contains other information about us that has been filed electronically with the SEC.

How to Invest

We refer to amounts you invest in the Contract as “Contributions.” The minimum initial Contribution is $5,000. Additional Contributions can be made at any time before you begin receiving annuity payments or taking periodic withdrawals.

The minimum subsequent Contribution is:

·   $500 per Contribution; or

·   $100 per Contribution if made via Automatic Bank Draft Plan.

Allocating Your Money

When you contribute money to the Schwab OneSource Annuity, you can allocate it among the Sub-Accounts of the Variable Annuity-1 Series Account which invest in the following Portfolios:

·   Alger Large Cap Growth Portfolio – Class I-2 Shares (formerly Alger American LargeCap Growth Portfolio – Class O Shares)

·   Alger Mid Cap Growth Portfolio – Class I-2 Shares (formerly Alger American MidCap Growth Portfolio – Class O Shares)

·   AllianceBernstein VPS International Growth Portfolio  – Class A Shares

·   AllianceBernstein VPS Real Estate Investment Portfolio – Class A Shares

·   AllianceBernstein VPS Small/Mid Cap Value Portfolio – Class A Shares

·   American Century VP Balanced Fund – Class I Shares

·   American Century VP Mid Cap Value Fund – Class II Shares

·   American Century VP Value Fund – Class I Shares

The date of this Prospectus is April 30, 2010.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

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·  Columbia VIT Marsico 21st Century Fund – Class  B Shares

·   Columbia VIT Small Cap Value Fund – Class B Shares

·   Delaware VIP Smid Cap Growth Series – Standard Class Shares (formerly Delaware VIP Growth Opportunities Series)

·   Delaware VIP Small Cap Value Series – Standard Class Shares

·   Dreyfus Variable Investment Fund Appreciation Portfolio – Initial Shares

·   DWS Blue Chip VIP – Class A Shares

·   DWS Capital Growth VIP – Class A Shares

·   DWS Dreman Small Mid Cap Value VIP – Class A Shares (formerly DWS Dreman Small Cap Value VIP)

·   DWS Health Care VIP – Class A Shares

·   DWS Large Cap Value VIP – Class A Shares

·   DWS Small Cap Index VIP – Class A Shares

·   Federated Fund for U.S. Government Securities II

·   Franklin Small Cap Value Securities Fund – Class 2 Shares

·   Invesco V.I. International Growth Fund – Series I Shares (formerly AIM V.I. International Growth Fund)

·   Invesco V.I. Mid Cap Core Equity Fund – Series I Shares (formerly AIM V.I. Mid Cap Core Equity Fund)

·   Invesco V.I. Small Cap Equity Fund – Series I Shares (formerly AIM Small Cap Equity Fund)

·   Janus Aspen Balanced Portfolio – Service Shares1

·   Janus Aspen Flexible Bond Portfolio – Service Shares1

·   Lazard Retirement Emerging Markets Equity Series Portfolio – Service Class Shares

·   LVIP Baron Growth Opportunities Fund – Service Class Shares (formerly Baron Capital Asset Fund)2

·   MFS International Value Portfolio – Service Class Shares

·   MFS Utilities Series – Service Class Shares

·   NVIT Mid Cap Index Fund – Class II Shares (formerly GVIT Mid Cap Index Fund)

·   Oppenheimer Global Securities Fund/VA – Non Service Shares

·   Oppenheimer International Growth Fund/VA – Non Service Shares

·   PIMCO VIT High Yield Portfolio – Administrative Class Shares

·   PIMCO VIT Low Duration Portfolio – Administrative Class Shares (formerly PIMCO VIT Low Duration Bond Portfolio)

·   PIMCO VIT Total Return Portfolio – Administrative Class Shares

·   Pioneer Fund VCT Portfolio – Class I Shares

·  Pioneer Growth Opportunities VCT Portfolio – Class I Shares

·  Pioneer Mid Cap Value VCT Portfolio – Class II Shares

·   Prudential Series Fund Equity Portfolio – Class II Shares

·   Prudential Series Fund Natural Resources Portfolio – Class II Shares

·   Putnam VT American Government Income Fund – Class IB Shares*

 

1 As of May 1, 2007, Owners may only invest in the Service Class Sub-Accounts of Janus Portfolios.  The Institutional Class Sub-Accounts were closed to new Contributions and incoming Transfers (including Automatic Custom Transfers) effective May 1, 2007.  The Service Class has a Rule 12b-1 Plan (and higher expenses) and the Institutional Class does not have a Rule 12b-1 Plan (and has lower expenses).

 

2 As of June 5, 2007, the assets of the Baron Capital Asset Fund were transferred to the LVIP Baron Growth Opportunities Fund.  LVIP Baron Growth Opportunities Fund shares were distributed to the Baron Capital Asset Fund shareholders and all outstanding Baron Capital Asset Fund shares were cancelled and the Baron Capital Asset Fund was liquidated.

This Prospectus does not constitute an offering in any jurisdiction in which such offering may not be lawfully made.  No dealer, salesperson or other person is authorized to give any information or make any representations in connection with the Contracts other than those contained in this Prospectus, and, if given or made, such other information or representations must not be relied on.

This Contract is not available in all states.

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·   Putnam VT Equity Income Fund – Class IB Shares*

·   Royce Capital Fund Small Cap Portfolio – Service Class Shares

·   Schwab MarketTrack Growth Portfolio IIÔ

·   Schwab Money Market PortfolioÔ

·   Schwab S&P 500 Index Portfolio

·   Seligman Communications & Information Fund – Class 2 Shares

·   Sentinel Variable Products Small Company Fund

·   Sentinel Variable Products Common Stock Fund

·   Sentinel Variable Products Bond Fund

·   Templeton Foreign Securities Fund – Class 2 Shares*

·   Touchstone Mid Cap Growth Fund – Class I Shares

·   Van Eck VIP Global Bond Fund  – Initial Class  Shares (formerly Van Eck Insurance Trust Worldwide Bond Fund)

·   Van Eck VIP Global Hard Assets Fund  – Class S Shares (formerly Van Eck Insurance Trust Worldwide Hard Assets Fund)

·   Van Kampen LIT Comstock Portfolio – Class I Shares

·   Van Kampen LIT Growth and Income Portfolio – Class I Shares

·   Wells Fargo Advantage VT Discovery Fund – Class VT Shares

·   Wells Fargo Advantage VT Opportunity Fund – Class VT Shares

*New Portfolios available as of April 30, 2010.

Effective April 27, 2010, Sub-Accounts investing in these Portfolios were closed to new Contributions and incoming Transfers (including Automatic Custom Transfers):

    · AllianceBernstein VPS International Value Portfolio – Class A Shares

·  American Century VP Income & Growth Fund  – Class I Shares

·   Pioneer Emerging Markets VCT Portfolio – Class II Shares

Effective May 1, 2009, Sub-Accounts investing in these Portfolios were closed to new Contributions and incoming Transfers (including Automatic Custom Transfers):

·   AllianceBernstein VPS Growth & Income Portfolio – Class A Shares

·   AllianceBernstein VPS Growth Portfolio – Class A Shares

·   Dreyfus Investment Portfolios MidCap Stock Portfolio – Initial Shares

·   DWS Strategic Value VIP – Class A Shares (formerly DWS Dreman High Return Equity VIP)

·   Neuberger Berman AMT Regency Portfolio – Class S Shares

·   Third Avenue Value Portfolio – Variable Series Trust Shares

Effective May 1, 2007, Sub-Accounts investing in these Portfolios were closed to new Contributions and incoming Transfers (including Automatic Custom Transfers):

·   Janus Aspen Balanced Portfolio – Institutional Shares

·   Janus Aspen Flexible Bond Portfolio – Institutional Shares

This Prospectus does not constitute an offering in any jurisdiction in which such offering may not be lawfully made.  No dealer, salesperson or other person is authorized to give any information or make any representations in connection with the Contracts other than those contained in this Prospectus, and, if given or made, such other information or representations must not be relied on.

This Contract is not available in all states.

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Effective May 1, 2006, Sub-Accounts investing in these Portfolios were closed to new Contributions and incoming Transfers (including Automatic Custom Transfers):

·   Alger Balanced Portfolio – Class I-2 Shares (formerly Alger American Balanced Portfolio – Class O Shares)

·   American Century VP International Fund – Original Class Shares

·   Dreyfus Variable Investment Fund Growth and Income Portfolio – Initial Shares

·   DWS Small Cap Growth VIP – Class A Shares

·   Invesco V.I. Technology Fund – Series I Shares (formerly AIM V.I. Technology Fund)

·   JPMorgan Insurance Trust Small Cap Core Portfolio (formerly the JP Morgan Small Company Portfolio)

Effective April 29, 2005, Sub-Accounts investing in these Portfolios were closed to new Contributions and incoming Transfers (including Automatic Custom Transfers):

·   Dreyfus Variable Investment Fund Opportunistic Small Cap Portfolio–Initial Shares (formerly Dreyfus Variable Investment Fund Developing Leaders  Portfolio)

·   Invesco V.I. High Yield Fund – Series I Shares (formerly AIM V.I. High Yield Fund)

·   Janus Aspen Worldwide Portfolio – Institutional Shares (formerly Janus Aspen Worldwide Growth Portfolio)

Sales and Surrender Charges

There are no sales, redemption, surrender, or withdrawal charges under the Schwab OneSourceAnnuity.

Right of Cancellation Period

After you receive your Contract, you can look it over for at least 10 days or longer if required by your state law (in some states, up to 35 days for replacement annuity contracts), during which time you may cancel your Contract as described in more detail in this Prospectus.

Payout Options

The Schwab OneSource Annuity offers three payout options - through periodic withdrawals, variable annuity payouts or a single, lump-sum payment. The Contracts are not deposits of, or guaranteed or endorsed by, any bank, nor are the Contracts federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. The Contracts involve certain investment risks, including possible loss of principal.

For account information, please contact:

Annuity Service Center

P.O. Box 173920

Denver, CO 80217-3920

1-888-560-5938

Via Internet:

www.schwab.com/annuity

This Prospectus does not constitute an offering in any jurisdiction in which such offering may not be lawfully made.  No dealer, salesperson or other person is authorized to give any information or make any representations in connection with the Contracts other than those contained in this Prospectus, and, if given or made, such other information or representations must not be relied on.

This Contract is not available in all states.

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Table of Contents

Definitions		6
Fee Table		8
Example		9
Condensed Financial Information		10
Summary		10
	How to contact the Annuity Service Center	10
Great-West Life & Annuity Insurance Company		11
The Series Account		11
The Portfolios		12
	Meeting Investment Objectives	26
	Where to Find More Information About the Portfolios	26
	Addition, Deletion or Substitution	26
Application and Initial Contributions		26
Right of Cancellation Period		26
Subsequent Contributions		27
Annuity Account Value		27
Transfers		28
	Market Timing and Excessive Trading	28
	Automatic Custom Transfers	30
Cash Withdrawals		31
	Withdrawals to Pay Investment Manager or Financial Advisor Fees	32
	Tax Consequences of Withdrawals	32
Telephone and Internet Transactions		32
Death Benefit		32
	Beneficiary	34
	Distribution of Death Benefit	34
Charges and Deductions		35
	Mortality and Expense Risk Charge	35
	Expenses of the Portfolios	36
	Premium Tax	36
	Other Taxes	36
Payout Options		36
	Periodic Withdrawals	36
	Annuity Payouts	37
Seek Tax Advice		39
Federal Tax Matters		39
	Taxation of Annuities	39
Assignments or Pledges		41
Distribution of the Contracts		42
Voting Rights		42
Rights Reserved by Great-West		42
Legal Proceedings		43
Legal Matters		43
Independent Registered Public Accounting Firm		43
Available Information		43
APPENDIX A—Condensed Financial Information		A-1
Appendix B – Net Investment Factor		B-1

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Definitions

1035 Exchange—A provision of the Internal Revenue Code of 1986, as amended (the “Code”), that allows for the tax-free exchange of certain types of insurance contracts.

Accumulation Period—The time period between the Effective Date and the Annuity Commencement Date. During this period, you are contributing to the annuity.

Annuitant—The person named in the application upon whose life the payout of an annuity is based and who will receive annuity payouts. If a Contingent Annuitant is named, the Annuitant will be considered the “Primary Annuitant.”

Annuity Account—An account established by us in your name that reflects all account activity under your Contract.

Annuity Account Value—The sum of the value of each Sub-Account you have selected.

Annuity Commencement Date—The date annuity payouts begin.

Annuity Payout Period—The period beginning on the Annuity Commencement Date and continuing until all annuity payouts have been made under the Contract. During this period, the Annuitant receives payouts from the annuity.

Annuity Unit—An accounting measure we use to determine the amount of any variable annuity payout after the first annuity payout is made.

Automatic Bank Draft Plan—A feature that allows you to make automatic periodic Contributions. Contributions will be withdrawn from an account you specify and automatically credited to your Annuity Account.

Beneficiary—The person(s) designated to receive any Death Benefit under the terms of the Contract.

Contingent Annuitant—The person you may name in the application who becomes the Annuitant when the Primary Annuitant dies. The Contingent Annuitant must be designated before the death of the Primary Annuitant.

Contingent Beneficiary—The person designated to become the Beneficiary when the primary Beneficiary dies.

Contributions—The amount of money you invest or deposit into your annuity.

Death Benefit—The amount payable to the Beneficiary when the Owner or the Annuitant dies.

Distribution Period—The period starting with your Payout Commencement Date.

Schwab OneSource Annuity® Structure

Your Annuity Account

|

Series Account

Contains the money you contribute

to variable investment options

(the Sub-Accounts).

|

Sub-Accounts

Shares of the Portfolios are held

in Sub-Accounts.  There is one

Sub-Account for each Portfolio.

|

Portfolios

Effective Date—The date on which the first Contribution is credited to your Annuity Account.

Owner (Joint Owner) or You—The person(s) named in the application who is entitled to exercise all rights and privileges under the Contract, while the Annuitant is living. Joint Owners must be husband and wife as of the date the Contract is issued. The Annuitant will be the Owner unless otherwise indicated in the application.

Payout Commencement Date—The date on which annuity payouts or periodic withdrawals begin under a payout option. If you do not indicate a Payout Commencement Date on your application or at any time thereafter, annuity payouts will begin on the Annuitant's 91st birthday.

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Portfolio—A registered management investment company, or Portfolio thereof, in which the assets of the Series Account may be invested.

Premium Tax—A tax charged by a state or other governmental authority. Varying by state, the current range of Premium Taxes is 0% to 3.5% and may be deducted with respect to your Contributions, from amounts withdrawn, or from amounts applied on the Payout Commencement Date, or the Annuity Account Value when incurred by Great-West or at another time of Great-West’s choosing.

Proportional Withdrawals—A partial withdrawal made by you which reduces your Annuity Account Value measured as a percentage of each prior withdrawal against the current Annuity Account Value. A Proportional Withdrawal is determined by calculating the percentage the withdrawal represents of your Annuity Account Value at the time the withdrawal was made.  For example, a partial withdrawal of 75% of the Annuity Account Value represents a Proportional Withdrawal of 75% of the total Contributions for purposes of calculating the Death Benefit under option 2 for Contracts issued after April 30, 2004. See “Death Benefit” on page 32.

Request—Any written, telephoned, electronic or computerized instruction in a form satisfactory to Great-West and Schwab received at Schwab Insurance Services (or other annuity service center subsequently named) from you, your designee (as specified in a form acceptable to Great-West and Schwab) or the Beneficiary (as applicable) as required by any provision of the Contract. The Request is subject to any action taken or payment made by Great-West before it was processed.

Schwab Insurance Services—P.O. Box 7666, San Francisco, CA 94120-7666. The toll-free telephone number is 1-888-311-4887.

Series Account—Variable Annuity-1 Series Account, the segregated asset account established by Great-West under Colorado law and registered as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”).  The Series Account is also referred to as the separate account.

Sub-Account—A division of the Series Account containing the shares of a Portfolio.  There is a Sub-Account for each Portfolio.  A Sub-Account may be also referred to as an “investment division” in the Prospectus, SAI, or Series Account financial statements.

Surrender Value —Your Annuity Account Value on the Transaction Date of the surrender, less Premium Tax, if any.

Transaction Date—The date on which any Contribution or Request from you will be processed. Contributions and Requests received after the close of regular trading on the New York Stock Exchange (generally 4:00 p.m. ET) will be deemed to have been received on the next business day. Requests will be processed and the Annuity Account Value will be determined on each day that the New York Stock Exchange is open for trading.

Transfer—Moving money from and among the Sub-Account(s).

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Fee Table

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender the Contract, or transfer cash value between investment options. State premium taxes may also be deducted.

Contract Owner Transaction Expenses

Sales Load Imposed on Purchases (as a percentage of purchase payments):	None
Maximum Surrender Charge (as a percentage of amount surrendered):	None
Maximum Transfer Charge:	$25*

* Applicable to each Transfer after the first twelve Transfers each calendar year. Currently, there is no charge for Transfers. We reserve the right, however, to impose a transfer fee after we notify you. See "Transfers."

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Portfolio fees and expenses.

Annual Contract Maintenance Charge	None
Series Account Annual Expenses (as a percentage of average net assets)
Maximum Mortality and Expense Risk Charge:	0.85%*
Distribution Charge:	None
Total Series Account Annual Expenses:	0.85%*

* If you select Death Benefit option 1, your Mortality and Expense Risk Charge and Total Series Account Annual Expenses will be 0.65%. If you select Death Benefit Option 2, this charge will be 0.85%, but for Contracts issued before May 1, 2003, if you selected Death Benefit option 2, your Mortality and Expense Risk Charge and Total Series Account Annual Expenses will continue to be 0.70%.

The next item shows the minimum and maximum total operating expenses charged by the Portfolios that you may pay periodically during the time that you own the Contract. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus for each Portfolio.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
(Expenses that are deducted from Portfolio assets, including management fees, distribution [and/or service] (12b-1) fees, and other expenses)	0.30%	2.25%3

THE ABOVE EXPENSES FOR THE ELIGIBLE FUNDS WERE PROVIDED BY THE PORTFOLIOS. WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

 

3 The expenses shown are based, in part, on estimated amounts for the current fiscal year, and do not reflect any fee waiver or expense reimbursement.  The advisers and/or other service providers of certain Portfolios have agreed to reduce their fees and/or reimburse the Portfolios’ expenses in order to keep the Portfolios’ expenses below specified limits.  The expenses of certain Portfolios are reduced by contractual fee reduction and expense reimbursement arrangements.  Other Portfolios have voluntary fee reduction and/or expense reimbursement arrangements that may be terminated at any time.  Each fee reduction and/or expense reimbursement arrangement is not reflected above, but is described in the relevant Portfolio’s prospectus.

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Example

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Owner transaction expenses, contract fees, Series Account annual expenses, and Portfolio fees and expenses.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the Portfolios. In addition, this Example assumes no transfers were made and no premium taxes were deducted. If these arrangements were considered, the expenses shown would be higher. This Example also does not take into consideration any fee waiver or expense reimbursement arrangements of the Portfolio. If these arrangements were taken into consideration, the expenses shown would be lower.

Although your actual costs may be higher or lower, based on these assumptions, if you retain your Contract, annuitize your Contract or if yousurrender your Contract at the end of the applicable time period, your costs would be:

1 year	3 years	5 years	10 years
$320	$1,028	$1,832	$4,342

This Example does not show the effect of premium taxes. Premium taxes (ranging from 0% to 3.5%) are deducted from Contract Value upon full surrender, death, or annuitization. This Example also does not include any of the taxes or penalties you may be required to pay if you surrender your Contract.

The fee table and example should not be considered a representation of past or future expenses and charges of the Sub-accounts. Your actual expenses may be greater or less than those shown.  Similarly, the 5% annual rate of return assumed in the example is not an estimate or a guarantee of future investment performance. See “Charges and Deductions” in this Prospectus. Owners who purchase the Contract may be eligible to apply the contract value to the total amount of their household assets maintained at Schwab. If the total amount of their household assets at Schwab meets certain predetermined breakpoints, they may be eligible for certain fee reductions or other related benefits offered by Schwab. All terms and conditions regarding the fees and account types eligible for such consideration are determined by Schwab. Charges and expenses of the Contract described in this Prospectus are NOT subject to reduction or waiver by Schwab. Please consult a Charles Schwab representative for more information.

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Condensed Financial Information

Attached as Appendix A is a table showing selected information concerning accumulation units for each Sub-Account. An accumulation unit is the unit of measure that we use to calculate the value of your interest in a Sub-Account. The accumulation unit values reflect the deduction of the only charge we impose under the Contract, the Mortality and Expense Risk Charge. The information in the table is derived from various financial statements of the Series Account, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm. To obtain a more complete picture of each Sub-Account’s finances and performance, you should also review the Series Account’s financial statements, which are in the Statement of Additional Information.

Summary

The Schwab OneSource Annuity® allows you to accumulate assets on a tax-deferred basis by investing in a variety of variable investment options (the Sub-Accounts). The performance of your Annuity Account Value will vary with the investment performance of the Portfolios corresponding to the Sub-Accounts you select. You bear the entire investment risk for all amounts invested in them. Depending on the performance of the Sub-Accounts you select, your Annuity Account Value could be less than the total amount of your Contributions.

You may purchase the Schwab OneSourceAnnuity® through a 1035 Exchange from another insurance contract. However, in no event, may you purchase the Contract as a part of a tax-qualified plan or a rollover of amounts from such a plan, including an IRA.

How to contact the Annuity Service Center

Annuity Service Center

P.O. Box 173920

Denver, CO 80217-3920

888-560-5938

Your initial Contribution must be at least $5,000. Subsequent Contributions must be either $500, or $100 if made through an Automatic Bank Draft Plan.

The money you contribute to the Contract will be invested at your direction, except that in some states during your “Right of Cancellation period” your payment will be allocated to the Schwab Money Market Sub-Account. The duration of your Right of Cancellation period depends on your state law and is generally 10 days after you receive your Contract. Allocations during the Right of Cancellation period are described in more detail in this Prospectus.

Prior to the Payout Commencement Date, you can withdraw all or a part of your Annuity Account Value. There are no surrender or withdrawal charges. Certain withdrawals will normally be subject to federal income tax and may also be subject to a federal penalty tax. You may also pay a Premium Tax upon a withdrawal.

When you’re ready to start taking money out of your Contract, you can select from a variety of payout options, including a lump sum payment or variable annuity payouts as well as periodic payouts.

If the Annuitant dies before the Annuity Commencement Date, we will pay the Death Benefit to the Beneficiary you select. If the Owner dies before the entire value of the Contract is distributed, the remaining value will be distributed according to the rules outlined in the “Death Benefit” section on page 32.

The amount distributed to your Beneficiary will depend on the Death Benefit option you select. We offer two Death Benefit options. For Option 1, the Owner, Annuitant, and Contingent Annuitant each must be age 85 or younger at the time the Contract is issued. Option 1 provides for the payment of your Annuity Account Value minus any Premium Tax. For Option 2, the Owner, Annuitant, and Contingent Annuitant each must be age 80 or younger at the time the Contract is issued. For Contracts issued prior to April 30, 2004, Option 2 provides for the payment of the greater of (1) your Annuity Account Value, minus any Premium Tax or (2) the sum of Contributions applied to the Contract as of the date the request for payment is received, less partial withdrawals, periodic withdrawals, and premium tax, if any. For Contracts issued on or after April 30, 2004, Option 2 provides for the payment of the greater of (1) your Annuity Account Value, minus any Premium Tax or (2) the sum of all Contributions, minus any Proportional Withdrawals you have made and minus any Premium Tax. If you select Death Benefit option 1, your Mortality and Expense Risk Charge will be 0.65%. If you choose Death Benefit option 2, this charge will be 0.85%.  For Contracts issued prior  

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to May 1, 2003, if you selected Death Benefit option 2, this charge will remain at 0.70%. In addition, each Portfolio assesses a charge for management fees and other expenses.

You may cancel your Contract during the Right of Cancellation period by sending it to Schwab Insurance Services or to the representative from whom you purchased it. If you are replacing an existing insurance contract with the Contract, the Right of Cancellation period may be extended based on your state of residence. The Right of Cancellation period is described in more detail in this Prospectus.

This summary highlights some of the more significant aspects of the Schwab OneSourceAnnuity. You’ll find more detailed information about these topics throughout the Prospectus and in your Contract. Please keep them both for future reference

Great-West Life & Annuity Insurance Company

Great-West is a stock life insurance company that was originally organized under the laws of the State of Kansas as the National Interment Association. Our name was changed to Ranger National Life Insurance Company in 1963 and to Insuramerica Corporation prior to changing to our current name in 1982. In September of 1990, we re-domesticated under the laws of the State of Colorado. Our executive office is located at 8515 East Orchard Road, Greenwood Village, Colorado 80111.

Great-West is a wholly owned subsidiary of GWL&A Financial, Inc., a Delaware holding company.  GWL&A Financial, Inc. is an indirect wholly-owned subsidiary of Great-West Lifeco Inc., a Canadian holding company. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding company with substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada, a Canadian holding and management company. Mr. Paul Desmarais, through a group of private holding companies that he controls, has voting control of Power Corporation of Canada.

We are authorized to do business in 49 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands, and Guam.

The Series Account

We established the Series Account in accordance with Colorado laws on July 24, 1995.

The Series Account is registered with the SEC under the 1940 Act, as amended, as a unit investment trust. Registration under the 1940 Act does not involve supervision by the SEC of the management or investment practices or policies of the Series Account.

We own the assets of the Series Account. The income, gains or losses, realized or unrealized, from assets allocated to the Series Account are credited to or charged against the Series Account without regard to our other income, gains or losses.

We will at all times maintain assets in the Series Account with a total market value at least equal to the reserves and other liabilities relating to the variable benefits under all Contracts and other of our variable insurance products participating in the Series Account. Those assets may not be charged with our liabilities from our other businesses. Our obligations under the Contracts and other products are, however, our general corporate obligations.

In calculating our corporate income tax liability, we derive certain corporate income tax benefits associated with the investment of company assets, including Series Account assets that are treated as company assets under applicable income tax law.  These benefits, which reduce our overall corporate income tax liability, may include dividends received deductions and foreign tax credits which can be material.  We do not pass these benefits through to the Series Account or our other separate accounts, principally because:  (i) the great bulk of the benefits results from the dividends received deduction, which involves no reduction in the dollar amount of dividends that the Series Account receives; and (ii) under applicable income tax law, Owners are not the owners of the assets generating the benefits.

The Series Account is divided into several Sub-Accounts.  Each Sub-Account invests exclusively in shares of a corresponding investment Portfolio of a registered investment company (commonly known as a mutual fund). We may in the future add new or delete existing Sub-Accounts. The income, gains or losses, realized or unrealized, from assets allocated to each Sub-Account are credited to or charged against that Sub-Account without regard to the other income, gains or losses of the other Sub-Accounts. All amounts allocated to a Sub-Account will be fully invested in Portfolio shares.

We hold the assets of the Series Account. We keep those assets physically segregated and held separate and apart from our general account assets. We maintain records of all purchases and redemptions of shares of the Portfolios.

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The Portfolios

The Contract offers a number of investment options, corresponding to the Sub-Accounts. Each Sub-Account invests in a single Portfolio. Each Portfolio is a separate mutual fund registered under the 1940 Act. More comprehensive information, including a discussion of potential risks, is found in the current prospectuses for the Portfolios (the “Portfolio Prospectuses”). The Portfolio Prospectuses should be read in connection with this Prospectus. You may obtain a copy of the Portfolio Prospectuses without charge by Request.  If you received a summary prospectus for a Portfolio, please follow the directions on the first page of the summary prospectus to obtain a copy of the Portfolio Prospectus.

Each Portfolio:

·   holds its assets separately from the assets of the other Portfolios,

·   has its own distinct investment objectives and policies, and

·   operates as a separate investment fund.

The income, gains and losses of one Portfolio generally have no effect on the investment performance of any other Portfolio.

The Portfolios are not available to the general public directly. The Portfolios are only available as investment options in variable annuity contracts or variable life insurance policies issued by life insurance companies or, in some cases, through participation in certain qualified pension or retirement plans.

Some of the Portfolios have been established by investment advisers, which manage publicly available mutual funds having similar names and investment objectives. While some of the Portfolios may be similar to, and may in fact be modeled after publicly available mutual funds, you should understand that the Portfolios are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and any corresponding Portfolios may differ. The investment objectives of the Portfolios are briefly described below:

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)—advised by Invesco Advisers, Inc., Houston, Texas, and sub-advised by advisory entities affiliated with Invesco Advisors, Inc.

Invesco V.I. High Yield Fund–Series I Shares (formerly AIM V.I. High Yield Fund) seeks total return, comprised of current income and capital appreciation.  The Portfolio invests under normal circumstances at least 80% of net assets (plus borrowings for investment purposes) in debt securities that are determined to be below investment grade quality.  The Portfolio considers debt securities to be below investment grade quality if there are rated BB/Ba or lower by Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc., or any other nationally recognized statistical rating organization (NRSRO), or are determined by the portfolio managers to be of comparable quality to such rated securities.  These types of securities are commonly known as ‘‘junk bonds.’’  The fund will principally invest in junk bonds rated B or above by an NRSRO or deemed to be of comparable quality by the portfolio managers.  The Portfolio may invest up to 25% of its total assets in foreign securities.  The Portfolio may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.  The Portfolio may invest up to 15% of its total assets in securities of companies located in developingmarkets.

Effective April 29, 2005, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Invesco V.I. International Growth Fund–Series I Shares (formerly AIM V.I. International Growth Fund) seeks long-term growth of capital.  The Portfolio invests primarily in a diversified portfolio of international securities whose issuers are considered by the portfolio managers to have strong earnings growth.  The Portfolios invests primarily in equity securities.  The Portfolio focuses its investments in equity securities of foreign issuers that are listed on a recognized foreign or U.S. securities exchange or traded in a foreign or U.S. over-the-counter market.  The Portfolio invests, under normal circumstances, in issuers located in at least three countries outside of the U.S., emphasizing investment in issuers in the developed countries of Western Europe and the Pacific Basin.  As of February 23, 2010, the principal countries in which the Portfolio invests were United Kingdom, Switzerland, United States, Japan, Germany, Canada and Australia.  The Portfolio may also invest up to 20% of its total assets in issuers located in developing countries, i.e., those that are identified as in the initial stages of their industrial cycles.

Invesco V.I. Technology Fund–Series I Shares (formerly AIM V.I. Technology Fund) seeks long-term growth of capital.  The Portfolio seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities of issuers engaged primarily in technology-related industries.  The Portfolio invests primarily in equity securities.  In complying with the 80% investment requirement, the Portfolio may also invest in other investments that have economic characteristics similar to the Portfolio’s direct investments: derivatives, ETFs and American Depositary Receipts.  These derivatives and other instruments may have the effect of leveraging the Portfoio’s portfolio.  The Portfolio considers an issuer to be  

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doing business in technology related industries if it meets at least one of the following tests: (1) at least 50% of its gross income or its net sales come from activities in technology-related industries; (2) at least 50% of its assets are devoted to producing revenues in technology-related industries; or (3) based on other available information, the portfolio managers determine that its primary business is within technology-related industries.  The principal type of equity securities purchased by the Portfolio is equity securities.  Issuers in technology-related industries include, but are not limited to, those involved in the design, manufacture, distribution, licensing, or provision of various applied technologies, hardware, software, semiconductors, telecommunications equipment and services, medical technology, biotechnology, as well as service-related companies in information technology.  The Portfolio may invest up to 50% of its total assets in foreign securities of issuers doing business in technology-related industries.

Effective May 1, 2006, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Invesco V.I. Mid Cap Core Equity Fund-Series I Shares (formerly AIM V.I. Mid Cap Core Equity Fund) seeks long-term growth of capital.  The Portfolio invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in equity securities of mid-capitalization companies.  In complying with the 80% investment requirement, the Portfolio may also invest in investments with economic characteristics similar to the Portfolio’s direct investments: derivatives, exchange-traded funds (ETFs) and American Depositary receipts. These derivatives and other investments may have the effect of leveraging the Portfolio’s portfolio.  The portfolio management team seeks to construct a portfolio of issuers that have high or improving return on invested capital (ROIC), quality management, a strong competitive position and which are trading at compelling valuations.  The Portfolio considers a company to be a mid-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell Midcap Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month.  As of December 31, 2009, the capitalization of companies in the Russell Midcap Index range from $262 million to $15.5 billion. The Russell Midcap Index measures the performance of the 800 companies with the lowest market capitalization in the Russell 1000 Index. The Russell 1000 Index is a widely recognized, unmanaged index of common stocks of the 1000 largest companies in the Russell 3000 Index, which measures the performance of the 3000 largest U.S. companies based on total market capitalization. The companies in the Russell Midcap Index are considered representative of medium-sized companies. The Portfolio may invest up to 25% of its total assets in foreign securities.  In selecting securities for the Portfolio, the portfolio managers conduct fundamental research of issuers to gain a thorough understanding of their business prospects, appreciation potential and return on invested capital (ROIC).  The portfolio managers will generally invest in an issuer when they have determined it potentially has high or improving ROIC, quality management, a strong competitive position and is trading at an attractive value.

Invesco V.I. Small Cap Equity Fund-Series I Shares (formerly AIM V.I. Small Cap Equity Fund) seeks long-term growth of capital.  The Portfolio invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in equity securities of small-capitalization issuers.  In complying with the 80% investment requirement, the Portfolio may also invest in the following investments with economic characteristics similar to the Portfolio’s direct investments: derivatives, ETFs and American Depositary Receipts.  These derivatives and other investments may have the affect of leveraging the Portfolio’s portfolio.

The Alger Portfolios—advised by Fred Alger Management, Inc. of New York, New York.

Alger Balanced Portfolio-Class I-2 Shares (formerly Alger American Balanced Portfolio-Class O Shares) seeks current income and long term capital appreciation.  The Portfolio focuses on stocks of companies that the manager believes demonstrate growth potential and on fixed-income securities, with emphasis on income-producing securities that appear to have potential for capital appreciation. Under normal circumstances, the Portfolio invests in equity securities and in fixed-income securities, which may include corporate bonds, debentures and notes, U.S. government securities, mortgage-backed and asset-backed securities, commercial paper and other fixed-income securities. Most of the Portfolio’s fixed-income investments will be concentrated within the four highest rating categories as determined by one of the nationally recognized statistical rating organizations (“NRSROs”) (or, if unrated, will have been determined to be of comparable quality by the manager). The Portfolio also may invest up to 10% of its net assets in lower-rated securities rated “B” (or the equivalent) or better by any one of those rating agencies (or, if unrated, determined to be of comparable quality by the manager). Under normal circumstances, the Portfolio will invest at least 25% of its net assets in fixed-income securities and at lest 25% of its net assets in equity securities.

Effective May 1, 2006, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Alger Large Cap Growth Portfolio-Class I-2 Shares (formerly Alger American LargeCap Growth Portfolio-Class O Shares) seeks long-term capital appreciation. The Portfolio focuses on growing companies that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances the Portfolio invests at 

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 least 80% of its net assets in equity securities of companies that, at the time of purchase of the securities, have a market capitalization equal to or greater than the market capitalization of companies included in the Russell 1000 Growth Index, updated quarterly as reported as of the most recent quarter-end. This index is designed to track the performance of large-capitalization growth stocks.

Alger Mid Cap Growth Portfolio-Class I-2 Shares (formerly Alger American MidCap Growth Portfolio-Class O Shares) seeks long-term capital appreciation. It focuses on midsized companies that the manager believes demonstrate promising growth potential.  Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of companies that, at the time of purchase of the securities, have total market capitalization within the range of companies included in the Russell MidCap Growth Index or the S&P MidCap 400 Index, as reported by the indexes as of the most recent quarter-end. Both indexes are designed to track the performance of medium-capitalization stocks.

AllianceBernstein Variable Products Series Fund, Inc.—advised by AllianceBernstein, L.P., New York, New York.

AllianceBernstein VPS Growth & Income Portfolio-Class A Shares seeks to provide long-term growth of capital.  The Portfolio invests primarily in the equity securities of U.S. companies that AllianceBernstein believes are undervalued.  AllianceBernstein believes that, over time, a company’s stock price will come to reflect its intrinsic economic value.  AllianceBernstein uses a disciplined investment process to evaluate the companies in its extensive research universe and to identify the stocks of companies that offer the best combination of value and potential for price appreciation. The Portfolio may invest in companies of any size and in any industry.  The Portfolio also invests in the high-quality securities of non-U.S. issuers.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

AllianceBernstein VPS Growth Portfolio-Class A Shares seeks to provide long-term growth of capital.  The Portfolio invests primarily in equity securities of companies with favorable earnings outlooks and whose long-term growth rates are expected to exceed market expectations over time.  The Portfolio emphasizes investments in large- and mid-cap companies.  The Portfolio has the flexibility to invest across the capitalization spectrum reflecting the Advisor’s internal research.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

AllianceBernstein VPS International Growth Portfolio–Class A Shares seeks long-term growth of capital.  The Portfolio invests primarily in an international portfolio of equity securities of companies located in both developed and emerging countries.  The Portfolio consists of approximately 100-130 stocks.  The Portfolio invests, under normal circumstances, in the equity securities of companies based in at least three countries (and normally substantially more) other than the United States.  The Portfolio may invest, without limit, in derivatives, such as options, futures, forwards and swaps.  The Portfolio’s investments include investments in securities of companies that are established as a result of privatizations of state enterprises.  Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others.  Currency and equity positions are evaluated separately.  The Advisor may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive.  To hedge a portion of its currency risk the Portfolio may from time to time invest in currency-related derivatives, including the forward currency exchange contracts, futures, option on futures, swaps and options.  The Advisor may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

AllianceBernstein VPS International Value Portfolio-Class A Shares seeks long-term growth of capital.  The Portfolio will invest primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and more than 40 developed and emerging-market countries.  The Portfolio normally invests in companies in at least three countries other than the United States.  These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging-market countries worldwide.  The Portfolio invests in companies that are determined by the Advisor’s Bernstein unit to be undervalued, using a fundamental value approach.  In selecting securities for the portfolio, Bernstein uses its fundamental and quantitative research to identify companies whose long-term earnings power is not reflected in the current market price of their securities.

Effective April 27, 2010, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (Including Automatic Custom Transfers).

AllianceBernstein VPS Real Estate Investment Portfolio-Class A Shares seeks total return from long-term growth of capital and income.  The Portfolio invests, under normal circumstances, at least 80% of its net assets in equity securities of real estate investment trusts or ‘‘REITs’’ and other real estate industry companies.  The Portfolio invests in real estate

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companies that Alliance believes have strong property fundamentals and management teams.  The Portfolio seeks to invest in real estate companies whose underlying portfolios are diversified geographically and by property type.

AllianceBernstein VPS Small/Mid Cap Value Portfolio-Class A Shares seeks long-term growth of capital.  The Portfolio invests primarily in a diversified portfolio of equity securities of small-to mid-cap U.S. companies, generally representing 60-125 companies.  Under normal circumstances, the Portfolio will invest at least 80% of its net assets in these types of securities.  The Portfolio invests in companies that are determined by AllianceBernstein to be undervalued, using its Bernstein unit’s fundamental value approach.  In selecting securities for the portfolio, Bernstein uses its fundamental research to identify companies whose long-term earnings power is not reflected in the current market prices of their securities.

American Century Variable Portfolios, Inc.—advised by American Centuryâ Investment Management, Inc. of Kansas City, Missouri, advisers to the American Century family of mutual funds.

American Century VP Balanced Fund - Class I Shares seeks long-term capital growth and current income by investing 60% of its assets in equity securities and the remainder in bonds and other fixed-income securities.

American Century VP Income & Growth Fund – Class I Shares seeks capital growth by investing in common stocks.  Income is a secondary objective.  In selecting stocks for the Portfolio, the managers select primarily from large publicly traded U.S. companies.  The managers use quantitative models to construct the portfolio of stocks for the Portfolio.

Effective April 27, 2010, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (Including Automatic Custom Transfers).

American Century VP International Fund – Class I Sharesseeks capital growth by investing primarily in equity securities of companies located in at least three developed countries (excluding the United States). American Century Global Investment Management, Inc. is the adviser for the Portfolio.

Effective May 1, 2006, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

American Century VP Value Fund-Class I Shares seeks long-term capital growth. Income is a secondary objective.  The portfolio managers look for stocks of companies of all sizes that they believe are undervalued at the time of purchase.  The portfolio managers us a value investment strategy that looks for companies that are temporarily out of favor in the market.  The portfolio managers attempt to purchase the stocks of these undervalued companies and hold each stock until it has returned to favor in the market and the price has increased to, or is higher than, a level the portfolio managers believe more accurately reflects the fair value of the company.

American Century VP Mid Cap Value Fund–Class II Shares seeks long-term capital growth.  Income is a secondary objective.  In selecting stocks for the Portfolio, the portfolio managers look for companies whose stock price may not reflect the companies’ value.  The portfolio managers attempt to purchase the stocks of these undervalued companies and hold each stock until the price has increased to, or is higher than, a level the portfolio managers believe more accurately reflects the fair value of the company.

Columbia Funds Variable Insurance Trust I – advised by Columbia Management Advisors, LLC of Boston, Massachusetts.

Columbia VIT Marsico 21st Century Fund-Class B Shares seeks long term growth of capital.  The Portfolio invests primarily in equity securities of companies of any capitalization size and generally will hold a core position of between 35 and 50 common stocks. The number of securities held by the Portfolio may occasionally exceed this range at times such as when the Advisor is accumulating new positions, phasing out and replacing existing positions, or responding to exceptional market conditions. The Portfolio may invest without limit in foreign securities, including in emerging markets securities. The Portfolio also may invest in foreign currency exchange contracts to convert foreign currencies to and from the U.S. dollar, and to hedge against changes in foreign currency exchange rates.

Columbia Funds Variable Trust-advised by Columbia Management Advisors, LLC of Boston, Massachusetts.

Columbia VIT Small Cap Value Fund-Class B Shares seeks long term capital appreciation.  Under normal circumstances, the Portfolio invests at least 80% of net assets in equity securities of companies that have market capitalizations in the range of the companies in the Russell 2000®Value Index at the time of purchase (between $29 million and $3.1 billion as of September 30, 2008), that the Advisor believes are undervalued. The Portfolio may invest up to 20% of total assets in foreign securities.

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Delaware VIP Trust—The Series is managed by Delaware Management Company, a series of Delaware Management Business Trust, which is an indirect wholly owned subsidiary of Delaware Management Holdings, Inc.

Delaware VIP Smid Cap Growth Series–Standard Class Shares (formerly Delaware VIP Growth Opportunities Series) seeks long-term capital appreciation. The Portfolio invests primarily in common stocks of growth oriented companies that are expected to grow faster than the U.S. economy.  The Series generally focuses on small- to mid-sized companies that, at the time of investment, have total market capitalizations within the range of the Russell 2500 Growth Index.

Delaware VIP Small Cap Value Series–Standard Class Shares seeks capital appreciation. Under normal circumstances, the Portfolio will invest at least 80% of its net assets in small-capitalization companies.  For the purposes of this Portfolio, small-capitalization companies are companies with a market capitalization generally less than 3.5 times the dollar-weighted, median market capitalization of the Russell 2000 Index at the time of purchase. Among other factors, the Portfolio investment manager considers the financial strength of a company, its management, the prospects for its industry, and any anticipated changes within the company, which might suggest a more favorable outlook going forward.

Dreyfus Investment Portfolios—advised by The Dreyfus Corporation of New York, New York.

Dreyfus Investment Portfolios MidCap Stock Portfolio-Initial Shares seeks investment returns that are greater than the total return performance of publicly traded common stocks of medium-size domestic companies in the aggregate, as represented by the Standard & Poor's MidCap 400® Index. To pursue this goal, the Portfolio normally invests at least 80% of its assets in stocks of mid-size companies. The Portfolio invests in growth and value stocks, which are chosen through a disciplined investment process that combines computer modeling techniques, fundamental analysis, and risk management.  Consistency of returns compared to the S&P 400, the portfolio’s benchmark, is a primary goal of the investment process. The portfolio’s stock investments may include common stocks, preferred stocks, convertible securities and depositary receipts. The portfolio managers will select stocks through a “bottom-up,” structured approach that seeks to identify undervalued securities using a quantitative screening process. The process is driven by a proprietary quantitative model which measures more than 40 characteristics of stocks to identify and rank stocks based on: fundamental momentum; relative value; future value; long-term growth; and additional factors. Next, the portfolio managers focus on stock selection, as opposed to making proactive decisions as to industry or sector exposure, to construct the portfolio. The portfolio managers seek to maintain a portfolio that has exposure to industries and market capitalizations that are generally similar to the S&P 400

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Dreyfus Variable Investment Fund—advised by The Dreyfus Corporation of New York, New York.

Dreyfus Variable Investment Fund Appreciation Portfolio-Initial Shares seeks long-term capital growth consistent with the preservation of capital. Its secondary goal is current income. To pursue these goals, the Portfolio normally invests at least 80% of its assets in common stocks. The Portfolio focuses on “blue-chip” companies with total market capitalizations of more than $5 billion at the time of purchase, including multinational companies. These established companies have demonstrated sustained patterns of profitability, strong balance sheets, an expanding global presence and the potential to achieve predictable, above-average earnings growth. In choosing stocks, the Portfolio first identifies economic sectors it believes will expand over the next three to five years or longer. Using fundamental analysis, the Portfolio then seeks companies within these sectors that have proven track records and dominant positions in their industries. The Portfolio also may invest in companies which it considers undervalued in terms of earnings, assets or growth prospects. The Sub- Adviser is Fayez Sarofim & Co.

Dreyfus Variable Investment Fund Growth and Income Portfolio-Initial Shares seeks long-term capital growth, current income and growth of income consistent with reasonable investment risk. To pursue its goal, the Portfolio normally invests primarily in stocks of domestic and foreign issuers.  The Portfolio’s stock investments may include common stocks, preferred stocks, convertible securities and American Depositary Receipts. The portfolio managers create a broadly diversified portfolio for the Portfolio that includes a blend of growth and dividend paying stocks. In choosing securities, the portfolio managers use a “growth style” of investing as well as focusing on dividend paying stocks and other investments and investment techniques that provide income. The Portfolio’s investment process is designed to provide investors with investment exposure to sector weightings and risk characteristics similar to those of the Standard & Poor’s® 500 Composite Stock Price Index (S&P 500 Index). The portfolio managers choose stocks through a disciplined investment process that combines computer modeling techniques, bottom-up fundamental analysis and risk management. In selecting securities, the portfolio managers seek companies that possess some or all

of the following characteristics: growth of earnings potential; operating margin improvement; revenue growth prospects; business improvement; good business fundamentals; dividend yield consistent with the Portfolio’s strategy pertaining to income; value, or how a stock is priced relative to its perceived intrinsic worth; and healthy financial profile, which measures the financial wellbeing of the company. The portfolio managers monitor the stocks in the Portfolio, and consider selling a security if the company’s business momentum deteriorates or valuation becomes excessive. The portfolio managers also may sell a security if an event occurs that contradicts the portfolio managers’ rationale for owning it, such as deterioration in the company’s financial fundamentals. In addition, the portfolio managers may sell a security if better investment opportunities emerge elsewhere, or if the portfolio managers change the Portfolio’s industry or sector weightings.

Effective May 1, 2006, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Dreyfus Variable Investment Fund Opportunistic Small Cap Portfolio-Initial Shares (formerly Dreyfus Variable Investment Fund Developing Leaders Portfolio) seeks capital growth.  To pursue this goal, the Portfolio normally invests at least 80% of its assets in the stocks of small-cap companies.  The Portfolio currently considers small-cap companies to be those companies with market capitalizations that fall within the range of companies in the Russell 2000 Index at the time of purchase.  As of December 31, 2009, the market capitalization range of companies in the Russell 2000 Index was between $13 million and $5 billion.  Because the Portfolio may continue to hold a security whose market capitalization increases or decreases, a substantial portion of the Portfolio’s holdings can have market capitalizations outside the range of the Russell 2000 Index at any given time.  Stocks are selected for the Portfolio based primarily on bottom-up fundamental analysis.  The Portfolio’s managers use a disciplined investment process that relies, in general, on proprietary fundamental research and valuation.  Generally, elements of the process include analysis of mid-cycle business prospects, estimation of the intrinsic value of the company and the identification of a revaluation trigger.  Intrinsic value is based on the combination of the valuation assessment of the company’s operating divisions with the firm’s economic balance sheet.  Mid-cycle estimates, growth prospects and competitive advantages are some of the factors used in the valuation assessment.  A company’s stated and hidden liabilities and assets are included in the Portfolio managers’ economic balance sheet calculation.  Sector overweights and underweights are a function of the relative attractiveness of securities within the Portfolio’s investable universe.  The Portfolio’s managers invest in stocks that they believe have attractive reward to risk opportunities and may actively adjust the Portfolio to reflect new developments.  In general, the Portfolio’s managers seek exposure to securities and sectors that are perceived to be attractive from a valuation and fundamental standpoint.  The Portfolio’s sector weightings and risk characteristics are a result of bottom-up fundamental analysis and may vary from those of the Russell 2000 Index, the Portfolio’s benchmark, at any given time.  The Russell 2000 Index is an unmanaged index that measures the performance of the small capitalization sector of the U.S. equity market.  The Portfolio may invest in exchange traded funds (ETFs) and similarly structured pooled investments in order to provide exposure to certain equity markets.  The Portfolio typically sells a stock when it approaches intrinsic value, a significant deterioration of fundamental expectations develops, the revaluation catalyst becomes impaired or a better risk/reward is presented in the marketplace.

Effective April 29, 2005, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

DWS Variable Series I—advised by Deutsche Investment Management Americas, Inc. of New York, New York.

DWS Capital Growth VIP–Class A Shares seeks to provide long-term growth of capital.  The Portfolio normally invests at least 65% of total assets in equities, mainly common stocks of U.S. companies. The Portfolio generally focuses on established companies that are similar in size to the companies in the “S&P 500® Index” (generally 500 of the largest companies in the U.S.) or the Russell 1000® Growth Index (generally those stocks among the 1,000 largest U.S. companies that have above-average price-to-earnings rations).

DWS Health Care VIP–Class A Shares under normal circumstances, the Portfolio seeks long-term growth of capital by investing at least 80% of total assets, plus the amount of any borrowings for investment purposes, in common stocks of companies in the health care sector.

DWS Variable Series II—advised by Deutsche Investment Management Americas, Inc. of New York, New York.

DWS Blue Chip VIP–Class A Shares seeks growth of capital and income. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks of large U.S. companies that are similar in size to the companies in the S&P 500 Index and that Portfolio management considers to be “blue chip” companies. Blue chip companies are large, well-known companies that typically have an established earnings and dividends history, easy access to credit, solid positions in their industries and strong management.

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DWS Strategic Value VIP–Class A Shares (formerly Dreman High Return Equity VIP) seeks to achieve a high rate of total return. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in equity securities (mainly common stocks). The Portfolio focuses on stocks of large U.S. companies that are similar in size to the companies in the S&P 500 Index and that Portfolio management believes are undervalued. Sub-advised by Dreman Value Management LLC.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

DWS Dreman Small Mid Cap Value VIP–Class A Shares (formerly DWS Dreman Small Cap Value VIP)seeks long-term capital appreciation. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in undervalued common stocks of small and mid-size U.S. companies. Sub-advised by Dreman Value Management L.L.C.

DWS Large Cap Value VIP–Class A Shares seeks to achieve a high rate of total return. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in common stocks and other equity securities of large U.S. companies that are similar in size to the companies in the Russell 1000® Value Index and that Portfolio management believes are undervalued. Sub-advised by Deutsche Asset Management International GmbH.

DWS Small Cap Growth VIP–Class A Shares seeks maximum appreciation of investors’ capital. Under normal circumstances, the Portfolio invests at least 80% of net assets, plus the amount of any borrowings for investment purposes, in small capitalization stocks similar in size to those comprising the Russell 2000® Growth Index.

Effective May 1, 2006, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

DWS Investments VIT Funds—advised by Deutsche Investment Management, Inc. of New York, New York.

DWS Small Cap Index VIP–Class A Shares seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000® Index, which emphasizes stock of small U.S. companies.  Under normal circumstances, the Portfolio invests at least 80% of its assets, determined at the time of purchase, in stocks of companies included in the Russell 2000® Index and in derivative instruments, such as stock index futures contracts and options that provide exposure to the stocks of companies in the Russell 2000 Index. Sub-advised by Northern Trust Investments, N.A.

Federated Insurance Series—advised by Federated Investment Management Company of Pittsburgh, Pennsylvania.

Federated Fund for U.S. Government Securities II seeks to provide current income.  The Portfolio’s overall strategy is to invest in a portfolio consisting primarily of United States Treasury securities, United States government agency securities (including mortgage-backed securities issued or guaranteed by United States government agencies or instrumentalities), investment-grade non-governmental mortgage-backed securities and related derivative contracts.

Franklin Templeton Variable Insurance Products Trust

Franklin Small Cap Value Securities Fund–Class 2 Shares seeks long-term total return. The Portfolio normally invests at least 80% of its net assets in investments of small capitalization companies.  Advised by Franklin Advisory Services, LLC, Fort Lee, New Jersey.

Templeton Foreign Securities Fund–Class 2 Shares seeks long-term capital growth. The Portfolio normally invests at least 80% of its net assets in investments of issuers located outside the U.S., including those in emerging markets.  Advised by Templeton Investment Counsel, LLC, Fort Lauderdale, Florida.

Janus Aspen Series—advised by Janus Capital Management LLC of Denver, Colorado.

Janus Aspen Balanced Portfolio–Institutional Sharesseeks long-term capital growth, consistent with preservation of capital and balanced by current income. The Portfolio normally invests 50-60% of its assets in equity securities selected primarily for their growth potential and 40-50% of its assets in securities selected primarily for their income potential. The Portfolio normally invests at least 25% of its assets in fixed-income senior securities.

Effective May 1, 2007, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

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Janus Aspen Flexible Bond Portfolio–Institutional Shares seeks to obtain maximum total return, consistent with preservation of capital. The Portfolio invests, under normal circumstances, at least 80% of its assets in bonds. Bonds include, but are not limited to, government bonds, corporate bonds, convertible bonds, mortgage-backed securities, and zero-coupon bonds. The Portfolio will invest at least 65% of its assets in investment grade debt securities and will maintain an average-weighted effective maturity of five to ten years. The Portfolio will limit its investment in high-yield/high-risk bonds to 35% or less of its net assets. This Portfolio generates total return from a combination of current income and capital appreciation, but income is usually the dominant portion.

Effective May 1, 2007, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Janus Aspen Worldwide Portfolio-Institutional Shares (formerly Janus Aspen Worldwide Growth Portfolio)seeks long-term growth of capital in a manner consistent with the preservation of capital. The Portfolio invests primarily in common stocks of companies of any size throughout the world. The Portfolio normally invests in issuers from several different countries, including the United States. The Portfolio may, under unusual circumstances, invest in a single country. The Portfolio may have significant exposure to emerging markets.

Effective April 29, 2005, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Janus Aspen Balanced Portfolio–Service Sharesseeks long-term capital growth, consistent with preservation of capital and balanced by current income. The Portfolio normally invests 50-60% of its assets in equity securities selected primarily for their growth potential and 40-50% of its assets in securities selected primarily for their income potential. The Portfolio normally invests at least 25% of its assets in fixed-income senior securities.

Janus Aspen Flexible Bond Portfolio–Service Shares seeks to obtain maximum total return, consistent with preservation of capital. The Portfolio invests, under normal circumstances, at least 80% of its assets in bonds. Bonds include, but are not limited to, government bonds, corporate bonds, convertible bonds, mortgage-backed securities, and zero-coupon bonds. The Portfolio will invest at least 65% of its assets in investment grade debt securities and will maintain an average-weighted effective maturity of five to ten years. The Portfolio will limit its investment in high-yield/high-risk bonds to 35% or less of its net assets. This Portfolio generates total return from a combination of current income and capital appreciation, but income is usually the dominant portion.

J.P. Morgan Series Trust II—advised by J.P. Morgan Investment Management Inc. of New York, New York.

JPMorgan Insurance Trust Small Cap Core Portfolio (formerly the JP Morgan Small Company Portfolio) seeks capital growth over the long term.  Under normal circumstances, the Portfolio invests at least 80% of its assets (net assets plus the amount of borrowing for investment purposes) in equity securities of small-cap companies.  Small-cap companies are companies with market capitalizations equal to those within the universe of the Russell 2000® Index at the time of purchase.

Effective May 1, 2006, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Lazard Retirement Series – advised by Lazard Asset Management, LLC of New York, New York.

Lazard Retirement Emerging Markets Equity Series Portfolio-Service Sharesseeks long term capital appreciation.  The Portfolio invests primarily in equity securities, principally common stocks, of non-U.S. companies whose principal activities are located in emerging market countries and that the investment manager believes are undervalued based on their earnings, cash flow or asset values.  Under normal circumstances, the Portfolio invests at least 80% of its assets in equity securities of companies whose principal business activities are located in emerging market countries

Lincoln Variable Insurance Products Trust—advised by Lincoln Investment Advisors Corporation of Fort Wayne, Indiana, and sub-advised by BAMCO, Inc. of New York, New York.

LVIP Baron Growth Opportunities Fund–Service Class Shares (formerly Baron Capital Asset Fund) seeks capital appreciation through long-term investments in securities of small and medium sized companies with undervalued assets or favorable growth prospects.

MFS® Variable Insurance Trust—advised by Massachusetts Financial Services Company of Boston, Massachusetts.

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MFS® Utilities Series–Service Class Shares seeks total return.  The Portfolio’s objective may be changed without shareholder approval.  MFS normally invests at least 80% of the Portfolio’s net assets in securities of issuers in the utilities industry.  MFS considers a company to be in the utilities industry if, at the time of investment, MFS determines that a substantial portion (i.e., at least 50%) of the company’s assets or revenues are derived from one or more utilities.  Issuers in the utilities industry include issuers engaged in the manufacture, production, generation, transmission, sale or distribution of electric, gas or other types of energy, water or other sanitary services; and issuers engaged in telecommunications, including telephone, cellular telephone, telegraph, satellite, microwave, cable television, and other communications media (but not engaged in public broadcasting).  MFS primarily invests the Portfolio’s assets in equity securities, but may also invest in debt instruments. MFS primarily invests the Portfolio’s investments in debt instruments in investment grade debt instruments, but may also invest in lower quality debt instruments.  MFS may invest the Portfolio’s assets in companies of any size.  MFS may invest the Portfolio’s assets in U.S. and foreign securities, including emerging market securities.  MFS may use derivatives for any investment purpose, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the Portfolio, or as alternatives to direct investments.  MFS uses a bottom-up investment approach in buying and selling investments for the Portfolio. Investments are selected primarily based on fundamental analysis of issuers or instruments in light of market, economic, political, and regulatory conditions.  Factors considered for equity securities may include analysis of earnings, cash flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered.  Factors considered for debt instruments may include the instrument’s credit quality, collateral characteristics and indenture provisions and the issuer’s management ability, capital structure, leverage, and ability to meet its current obligations.  Quantitative models that systematically evaluate the structure of a debt instrument and its features may also be considered.

MFS® Variable Insurance Trust II -advised by Massachusetts Financial Services Company of Boston, Massachusetts.

MFS® International Value Portfolio-Service Class Shares seeks capital appreciation. MFS normally invests the Portfolio’s assets primarily in foreign equity securities, including emerging market equity securities. MFS may invest in a relatively large percentage of the Portfolio’s assets in a single country, a small number of countries, or a particular geographic region.  MFS focuses on investing the Portfolio's assets in the stocks of companies that it believes are undervalued compared to their perceived worth (value companies). Value companies tend to have stock prices that are low relative to their earnings, dividends, assets, or other financial measures. MFS may invest the Portfolio’s assets in companies of any size.  MFS may use derivatives for any investment purpose, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the Portfolio, or as alternatives to direct investments.  MFS uses a bottom-up investment approach to buying and selling investments for the Portfolio. Investments are selected primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry position, and market, economic, political, and regulatory conditions. Factors considered may include analysis of earnings, cash flows, competitive position, and management ability. Quantitative models that systematically evaluate these and other factors may also be considered.

Nationwide Variable Insurance Trust—advised by Nationwide Fund Advisors of King of Prussia, Pennsylvania, and sub-advised by BlackRock Investment Management, LLC of Plainsboro, New Jersey.

NVIT Mid Cap Index Fund-Class II Shares (formerly GVIT Mid Cap Index Fund)seeks capital appreciation.  Under normal conditions, the Portfolio invests at least 80% of the value of its net assets in a statistically selected sample of equity securitiesof companies included in the S&P 400® and in derivativeinstruments linked to the S&P 400®, primarily futures contracts.

Neuberger Berman Advisers Management Trust—advised by Neuberger Berman Management, Inc. of New York, New York.

Neuberger Berman AMT Regency Portfolio–Class S Shares seeks growth of capital. To pursue this goal, the Portfolio invests mainly in common stocks of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap® Index. The Portfolio seeks to reduce risk by diversifying among many companies, industries and sectors.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

Oppenheimer Variable Account Funds—advised by OppenheimerFunds, Inc. of New York, New York.

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Oppenheimer Global Securities Fund/VA–Non-Service Shares seeks long term capital appreciation by investing a substantial portion of its assets in securities of foreign issuers, “growth-type” companies, cyclical industries and special situations that are considered to have appreciation possibilities.  Under normal market conditions, the Portfolio invests mainly in common stocks of U.S. and foreign companies.  The Portfolio can invest without limit in foreign securities and can invest in any country, including countries with developed or emerging markets.  However, the Portfolio currently emphasizes investments in developed markets such as the United States, Western Europe countries and Japan.  The Portfolio does not limit its investments to companies in a particular capitalization range, but currently focuses its investments in mid- and large-cap companies.  The Portfolio is not required to allocate its investments in any set percentages in any particular countries.  As a fundamental policy, the Portfolio normally will invest in at least three countries (one of which may be the United States).  Typically, the Portfolio invests in a number of different countries.

Oppenheimer International Growth Fund/VA–Non-Service Shares seeks long-term capital appreciation by investing under normal circumstances, at least 65% of its total assets in equity securities of issuers that are domiciled or have their primary operations in at least three different countries outside of the United States and may invest 100% of its assets in foreign companies.  The Portfolio mainly invests in “growth companies,” which are companies whose earnings and stock prices are expected to increase at a faster rate than the overall market.  The Portfolio may invest up to 25% of its total assets in emerging markets.  The Portfolio considers an issuer to be located in an emerging market if it is domiciled or has its primary operations in emerging markets (directly or indirectly).  From time to time, the Portfolio may place greater emphasis on investing in one or more particular industries, countries, or regions, such as Asia, Europe or Latin America.  The Portfolio’s manager looks primarily for high growth potential using a “bottom up” investment approach on a company-by-company basis.  That approach looks at the investment performance of individual stocks before considering the impact of general or industry-specific economic trends.  It includes fundamental analysis of a company’s financial statements and management structure and consideration of the company’s operations and product development, as well as its position in its industry.  The Portfolio’s manager currently focuses on the following factors:  companies that enjoy a strong competitive position and high demand for their products or services; companies with accelerating earnings growth and cash flow; and diversity among countries, companies and industries to seek to reduce the risks of foreign investing, such as currency fluctuations and market volatility.  The consideration of those factors may vary in particular cases and may change over time.  The Portfolio’s manager also considers the effects of worldwide trends on the growth of particular business sectors and looks for companies that may benefit from those trends.  The trends currently considered include:  mass affluence, new technologies, restructuring and aging.  The Portfolio’s manager does not invest any fixed amount of the Portfolio’s assets according to these criteria, which may change over time.  The Portfolio’s manager monitors individual issuers for changes in these factors, which may trigger a decision to sell a security.  The Portfolio does not limit its investment to issuers within a specific market capitalization range and at times may invest in both smaller, less well-known companies and larger, more established companies that the Portfolio’s manager believes have favorable prospects for capital growth relative to the market.  The Portfolio may invest a substantial portion of its assets in stocks of small to mid-sized companies.  The price of those stocks may be more volatile than the price of stocks issued by larger companies.  The Portfolio primarily invests in common stock but may also buy preferred stocks, securities convertible into common stocks and other securities having equity features.  The Portfolio typically does not invest in debt securities to a significant degree but can invest up to 20% of its total assets in debt securities when the Portfolio’s manager believes that it is appropriate to do so in order to seek the Portfolio’s objective.  The Portfolio can invest up to 15% of its total assets in debt securities that are below investment grade, commonly referred to as “junk bonds.”  The Portfolio can also use derivative instruments, such as options, futures, forwards and swaps, to seek higher investment returns or to try to manage investment risks.

PIMCO Variable Insurance Trust—advised by Pacific Investment Management Company, LLC of Newport Beach, California.

PIMCO VIT High Yield Portfolio–Administrative Class Shares seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio seeks to achieve its investment objective by investing under normal circumstances at least 80% of its assets in a diversified portfolio of high yield securities (“junk bonds”), which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements, rated below investment grade but rated at least Caa by Moody’s or equivalently rated by S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality, subject to a maximum of 5% of its total assets in securities rated Caa by Moody’s or equivalently rated by S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality. The remainder of the Portfolio’s assets may be invested in investment grade Fixed Income Instruments. The average portfolio duration of this Portfolio normally varies within two years (plus or minus) of the duration of the Merrill Lynch U.S. High Yield BB-B Rated  

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Constrained Index, which, as of March 31, 2009 was 4.17 years. The Portfolio may invest up to 20% of its total assets in securities and instruments that are economically tied to emerging market countries. The Portfolio may invest up to 20% of its total assets in securities denominated in foreign currencies and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 20% of its total assets.

PIMCO VIT Low Duration Portfolio–Administrative Class Shares (formerly PIMCO VIT Low Duration Bond Portfolio) seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio seeks to achieve its investment objective by investing under normal circumstances at least 65% of its total assets in a diversified portfolio of Fixed Income Instruments of varying maturities, which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements. The average portfolio duration of this Portfolio normally varies from one to three years based on PIMCO's forecast for interest rates. The Portfolio invests primarily in investment grade debt securities, but may invest up to 10% of its total assets in high yield securities ("junk bonds") rated B or higher by Moody's, or equivalently rated by S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality. The Portfolio may invest up to 30% of its total assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio will normally limit its foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) to 20% of its total assets.  The Portfolio may invest up to 10% of its total assets in securities and instruments that are economically tied to emerging market countries.

PIMCO VIT Total Return Portfolio–Administrative Class Shares seeks maximum total return, consistent with preservation of capital and prudent investment management. The Portfolio seeks to achieve its investment objective by investing under normal circumstances at least 65% of its total assets in a diversified portfolio of Fixed Income Instruments of varying maturities, which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements. The average portfolio duration of this Portfolio normally varies within two years (plus or minus) of the duration of the Barclays Capital U.S. Aggregate Index (formerly named the Lehman Brothers U.S. Aggregate Index), which as of March 31, 2009 was 3.73 years. The Portfolio invests primarily in investment grade debt securities, but may invest up to 10% of its total assets in high yield securities (“junk bonds”) rated B or higher by Moody’s, or equivalently rated by S&P or Fitch or, if unrated, determined by PIMCO to be of comparable quality. The Portfolio may invest up to 15% of its total assets in securities and instruments that are economically tied to emerging market countries.  The Portfolio may invest up to 30% of its total assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers.  The Portfolio will normally limit its foreign currency exposure (from non-U.S. denominated securities or currencies) to 20% of its total assets.

Pioneer Variable Contracts Trust—advised by Pioneer Investment Management, Inc. of Boston, Massachusetts.

Pioneer Emerging Markets VCT Portfolio–Class II Shares seeks long term growth of capital.  The Portfolio invests primarily in securities of emerging market issuers. Although the Portfolio invests in both equity and debt securities, it normally emphasizes equity securities in its portfolio. Normally, the Portfolio invests at least 80% of its total assets in the securities of emerging market corporate and government issuers. The Portfolio considers emerging market issuers to include: issuers organized under the laws of an emerging market country, issuers with a principal office in an emerging market country, issuers that derive at least 50% of their gross revenues or profits from goods or services produced in emerging markets or sales made in emerging markets, and emerging market government issuers.

Effective April 27, 2010, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (Including Automatic Custom Transfers).

Pioneer Fund VCT Portfolio–Class I Shares seeks reasonable income and capital growth.  The Portfolio invests in a broad list of carefully selected, reasonably priced securities for reasonable income and growth.

Pioneer Growth Opportunities VCT Portfolio–Class I Shares seeks growth of capital. The Portfolio invests primarily in equity securities of companies that Pioneer, the Portfolio’s investment adviser, considers to be reasonably priced or undervalued, with above average growth potential. 

Pioneer Mid Cap Value VCT Portfolio–Class II Shares seeks capital appreciation by investing in a diversified portfolio of securities consisting primarily of common stocks.  Normally, the Portfolio invests at least 80% of its total assets in equity securities of mid-size companies.  Mid-sized companies are those with market values, at the time of investment, that do not exceed the greater of the market capitalization of the largest company within the Russell Midcap Value Index or the 3-year rolling average of the market capitalization of the largest company within the Russell Midcap Value Index as measured at the end of the preceding month and are not less than the smallest company within the index.  The Russell Midcap Value

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Index measures the performance of U.S. mid-cap value stocks. The size of the companies in the index changes with market conditions and the composition of the index.  The equity securities in which the Portfolio principally invests are common stocks, preferred stocks, depositary receipts and convertible debt, but the Portfolio may invest in other types of equity securities to a lesser extent, such as exchange-traded funds (ETFs) that invest primarily in equity securities, equity interests in real estate investment trusts (REITs), warrants and rights.

Prudential Series Fund—managed by Prudential Investments LLC of Newark, New Jersey and sub-advised by Jennison Associates, LLC of New York, NY and ClearBridge Advisors LLC of New York, New York.

Prudential Series Fund Equity Portfolio–Class II Shares seeks long term growth of capital by investing in common stock of major established companies as well as smaller companies. The Portfolio considers major established companies to be those companies with market capitalizations within the market capitalization range of the Russell 1000® Index (measured as of the time of purchase). As of January 31, 2009, the Russell 1000® Index had an average market capitalization of $72.9 billion and the largest market capitalization was $421.8 billion.

Prudential Series Fund Natural Resources Portfolio–Class II Shares seeks long-term growth of capital by investing in common stocks and convertible securities of natural resource companies and in securities that are related to the market value of some natural resource (asset-indexed securities).

Putnam Variable Trust—advised by Putnam Investments, LLC of Boston, Massachusetts.

Putnam VT American Government Income Fund-Class IB Shares seeks high current income with preservation of capital as its secondary objective.  The Portfolio invests mainly in bonds that: (1) are securitized debt instruments and other obligations of the U.S. government, its agencies and instrumentalities; (2) are backed by the full faith and credit of the United States, such as U.S. Treasury bonds and Ginnie Mae mortgage-backed bonds, or by only the credit of a federal agency or government sponsored entity, such as Fannie Mae and Freddie Mac mortgage-backed bonds; and have intermediate- to long-term maturities (three years or longer).  Under normal circumstances, the Portfolio invests at least 80% of the Portfolio’s net assets in U.S. government securities.

Putnam VT Equity Income Fund-Class IB Shares seeks capital growth and current income.  The Portfolio invests mainly in common stocks of U.S. companies, with a focus on value stocks that offer the potential for current income and also capital growth.  Under normal circumstances, the Portfolio invests at least 80% of the Portfolio’s assets in equity investments.

Royce Capital Fund – advised by Royce & Associates, LLC of New York, New York.

Royce Capital Fund Small Cap Portfolio-Service Class Shares seeks long-term growth of capital. The Portfolio’s investment adviser invests the Portfolio’s assets primarily in equity securities of small-cap companies, those with market capitalizations from $500 million to $2.5 billion.  The Portfolio manager generally looks for companies that have excellent business strengths and/or prospects for growth, high internal rates of return and low leverage, and that are trading significantly below its estimate of their current worth.  Normally, the Portfolio invests at least 80% of its net assets in the equity securities of small-cap companies. Although the Portfolio normally focuses on the securities of U.S. companies, it may invest up to 25% of its net assets in foreign securities.

Schwab Annuity Portfolios—advised by Charles Schwab Investment Management, Inc. of San Francisco, California.

Schwab MarketTrack Growth Portfolio IIÔseeks to provide high capital growth with less volatility than an all stock portfolio.

Schwab Money Market PortfolioÔ seeks the highest current income consistent with stability of capital and liquidity. This Portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  There can be no assurance that the Portfolio will be able to maintain a stable net asset value of $1.00 per share.

Schwab S&P 500 Index Portfolio seeks to track the price and dividend performance (total return) of stocks of U.S. companies, as represented in the Standard & Poor’s Composite Stock Price Index (the S&P 500®).

Seligman Portfolios, Inc.—advised by RiverSource Investments, LLC of  New York , New York.

Seligman Communications and Information Fund–Class 2 Shares seeks capital gain.  The Portfolio invests at least 80% of its net assets in securities of companies operating in the communications, information, and related industries.  The Portfolio may invest in companies of any size.

Sentinel Variable Products Trust – advised by Sentinel Asset Management, Inc. of Montpelier, Vermont.

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Sentinel Variable Products Small Company Fund seeks growth of capital. The Small Company Fund normally invests at least 80% of its net assets in small-capitalization companies. This principal investment strategy is a non-fundamental policy that may not be changed without 60 days’ prior notice to the Portfolio’s shareholders. For this purpose, small companies are considered to be companies that have, at the time of purchase, market capitalizations of less than $3 billion. The Portfolio invests primarily in common stocks of small companies that Sentinel believes are high quality, have superior business models, solid management teams, sustainable growth potential and are attractively valued. The weighted median market capitalization of the Portfolio’s holdings as of March 31, 2008 was $1.38 billion. Market capitalization is the total value of all the outstanding shares of common stock of a company.

Sentinel Variable Products Common Stock Fund seeks a combination of growth of capital, current income, growth of income and relatively low risk as compared with the stock market as a whole.  The Portfolio normally invests at least 80% of its net assets in common stocks. This principal investment strategy is a non-fundamental policy that may not be changed without 60 days’ prior written notice to the Portfolio’s shareholders. The Portfolio invests mainly in a diverse group of common stocks of well-established companies, typically above $5 billion in market capitalization, most of which pay regular dividends. When appropriate, the Portfolio also may invest in preferred stocks or debentures convertible into common stocks. Up to 25% of the Portfolio’s assets may be invested in securities within a single industry. The Portfolio may invest without limitation in foreign securities, although only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars.

Sentinel Variable Products Bond Fund seeks high current income while seeking to control risk.  The Portfolio invests mainly in investment grade bonds. The Portfolio will invest exclusively in fixed-income securities, and to a limited extent in related derivatives. At least 80% of the Portfolio’s assets will normally be invested in the following types of bonds:  (1) Corporate bonds which at the time of purchase are rated within the four highest rating categories of Moody’s, Standard & Poor’s or any other nationally recognized statistical rating organization; (2) Debt securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including the mortgage-backed securities and dollar roll transactions described for the Balanced Portfolio; (3) Debt securities (payable in U.S. dollars) issued or guaranteed by Canadian governmental entities; and (4) Debt obligations of domestic banks or bank holding companies, even though not rated by Moody’s or Standard & Poor’s, that Sentinel believes have investment qualities comparable to investment-grade corporate securities.  The Portfolio’s policy of investing, under normal circumstances, at least 80% of its assets in bonds is a nonfundamental policy that may not be changed without 60 days’ prior notice to the Portfolio’s shareholders. The Portfolio may also invest in other fixed income securities, such as straight or convertible debt securities and straight or convertible preferred stocks. The Portfolio will invest no more than 20% of its total assets in lower quality bonds, sometimes called “junk bonds.” These bonds, because of the greater possibility that the issuers will default, are not investment grade - that is, they are rated below BBB by Standard & Poor’s or below Baa by Moody’s, or are unrated but considered by Sentinel to be of comparable credit quality. Up to 25% of the Portfolio’s assets may be invested in securities within a single industry. The Portfolio utilizes an active trading approach, which may result in portfolio turnover greater than 100%.

Third Avenue Variable Series Trust—advised by Third Avenue Management LLC, of New York, New York.

Third Avenue Value Portfolio–Variable Series Trust Shares -seeks long-term capital appreciation mainly by acquiring common stocks of well-financed companies (meaning companies with high quality assets and a relative absence of liabilities)  at a discount to what the adviser believes is their intrinsic value (meaning the value of the company’s net assets or the adviser’s estimate of what the issuer would be worth as a takeover or merger candidate). The Portfolio also seeks to acquire senior securities, and debt instruments (including high-yield and “junk” bonds and distressed securities that may be in default and may have any or no credit rating from a credit rating agency) where the adviser determines that these securities can be purchased at less than the value of the assets securing the debt or the amount that would be realized in a restricting.  The adviser searches for companies that meet these criteria all over the world and makes investment decisions based primarily on the attributes of each individual company and security rather than any estimates of macro-economic or sector performance.  Accordingly, the Portfolio may invest in foreign securities, some of which may be denominated in or tied to currencies of the countries in which they are primarily traded.  The Portfolio may invest in companies of any market capitalization, including companies that are considered ranging from small-cap to large-cap by relevant rating and tracking agencies such as S&P.  

When the Portfolio acquires debt securities, it primarily does so where the adviser believes that those securities will be worth significantly more when they are eventually sold, redeemed, mature or are converted into another form through a company restructuring.  These securities may be defaulted or may be paying a current yield, but the Portfolio does not generally seek interest income as a primary strategy.  The adviser, on behalf of the Portfolio, may also participate on committees formed by the creditors to negotiate with debtors with respect to restructuring issues.  The Portfolio is non-diversified.  This means that the Portfolio may have investments in fewer issuers than a diversified portfolio of comparable size.

Effective May 1, 2009, the Sub-Account investing in this Portfolio was closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

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Touchstone Variable Series Trust – advised by Touchstone Advisors, Inc. of Cincinnati, Ohio.

Touchstone Mid Cap Growth Fund – Class I Shares seeks to increase the value of Portfolio shares as a primary goal and to earn income as a secondary goal.  Under normal circumstances, the Portfolio will invest at least 80% of its assets in common stocks of mid cap companies. Shareholders will be provided with at least 60 days’ prior notice of any change in this policy. A mid cap company has a market capitalization between $1.5 billion and $12 billion or within the range of market capitalizations represented in the Russell Midcap Index (between $1.4 billion and $19.1 billion at the time of its most recent reconstitution on May 20, 2008) at the time of purchase. The Portfolio may also invest in companies in the technology sector.

Van Eck VIP Trust – advised by Van Eck Associates Corporation of New York New York.

Van Eck VIP Global Bond Fund–Initial Class Shares (formerly Insurance Trust Worldwide Bond Fund)seeks high total return—income plus capital appreciation—by investing globally, primarily in a variety of debt securities.

Van Eck VIP Global Hard Assets Fund–Class S Shares (formerly Van Eck Insurance Trust Worldwide Hard Assets Fund)seeks long-term capital appreciation by investing primarily in “hard asset” securities. Income is a secondary consideration. Under normal conditions, the Fund will invest at least 80% of its assets (including net assets plus any amount of borrowing for investment purposes) in securities of “hard asset” companies and instruments that derive their value from “hard assets”.  “Hard assets” consist of precious metals, natural resources, real estate and commodities.  A company will be considered to be a hard asset company if it, directly or indirectly, derives at least 50% of its revenues from exploration, development, production, distribution or facilitation of processes relating to hard assets.  The Fund will invest in securities of companies located throughout the world (including the U.S.).  The Funds investments include common stocks, preferred stocks (either convertible or non-convertible), rights, warrants, direct equity interests in trust, partnerships, convertible debt instruments, and special classes of shares available only to foreigners in markets that restrict ownership of certain shares or classes to their own nationals or residents.  The Fund may also invest in derivative instruments whose value is linked to the price of hard assets, including commodities or commodity indices, to gain or hedge exposure to hard assets and hard asset securities.

Van Kampen Life Investment Trust—advised by Van Kampen Asset Management, a wholly-owned subsidiary of Van Kampen Investments, Inc.

Van Kampen LIT Comstock Portfolio–Class I Shares seeks capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks.

Van Kampen LIT Growth and Income Portfolio–Class I Shares seeks long-term growth of capital and income. The Portfolio may invest up to 15% of its assets in equity real estate investment trusts (“REITs”).

Wells Fargo Advantage Funds—advised by Wells Fargo Funds Management, LLC, a subsidiary of Wells Fargo & Company headquartered in San Francisco, California.

Wells Fargo Advantage VT Discovery Fund–Class VT Shares seeks long-term capital appreciation. The Portfolio invests in equity securities of small- and medium-capitalization companies that we believe offer favorable opportunities for growth.  We define small- and medium-capitalization companies as those with market capitalizations at the time of purchase equal to or lower than the company with the largest market capitalization in the Russell Midcap® Index, which range from $829 million to $12.2 billion as of May 30, 2009, and is expected to change frequently.  We may also invest in equity securities of foreign issuers through ADRs and similar investments.  Furthermore, we may use futures, options, repurchase agreements or swap agreements, as well as other derivatives, to manage risk or to enhance return.

Wells Fargo Advantage VT Opportunity Fund–Class VT Shares seeks long-term capital appreciation. The Portfolio invests principally in equity securities of medium-capitalization companies, which we define as those within the range of market capitalizations of companies in the Russell Midcap® Index.  The range of the Russell Midcap® Index was $829 million to $12.2 billion as of May 30, 2009, and is expected to change frequently.  Furthermore, we may use futures, options, repurchase or reverse repurchase agreements or swap agreements, as well as other derivatives, to manage risk or to enhance return. We reserve the right to hedge the Portfolio’s foreign currency exposure to purchasing or selling currency futures and foreign currency forward contracts.  However, under normal circumstances, we will not engage in extensive foreign currency hedging.

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Meeting Investment Objectives

Meeting investment objectives depends on various factors, including, but not limited to, how well the Portfolio managers anticipate changing economic and market conditions. There is no guarantee that any of these Portfolios will achieve their stated objectives.

Where to Find More Information About the Portfolios

Additional information about the investment objectives and policies of all the Portfolios and the investment advisory and administrative services and charges can be found in the current Portfolio Prospectuses, which can be obtained from the Annuity Service Center. You may also visit www.schwab.com/annuity.

The Portfolio Prospectuses should be read carefully before any decision is made concerning the allocation of Contributions to, or Transfers among, the Sub-Accounts.

Addition, Deletion or Substitution

Great-West does not control the Portfolios and cannot guarantee that any of the Portfolios will always be available for allocation of Contributions or Transfers. We retain the right to make changes in the Series Account and in its investments. Currently, Schwab must approve certain changes.

Great-West and Schwab reserve the right to discontinue the offering of any Portfolio. If a Portfolio is discontinued, we may substitute shares of another Portfolio or shares of another investment company for the discontinued Portfolio’s shares. Any share substitution will comply with the requirements of the 1940 Act.

If you are contributing to a Sub-Account corresponding to a Portfolio that is being discontinued, you will be given notice prior to the Portfolio’s elimination.

Based on marketing, tax, investment and other conditions, we may establish new Sub-Accounts and make them available to Owners at our discretion. Each additional Sub-Account will purchase shares in a Portfolio or in another mutual fund or investment vehicle.

If, in our sole discretion, marketing, tax, investment or other conditions warrant, we may also eliminate one or more Sub-Accounts. Before a Sub-Account is eliminated, we will notify you and request that you reallocate the amounts invested in the Sub-Account to be eliminated.

Application and Initial Contributions

The first step to purchasing the Schwab OneSource Annuity® is to complete your Contract application and submit it with your initial minimum Contribution of $5,000. Initial Contributions can be made by check (payable to GWL&A) or transferred from a Schwab brokerage account. You also may purchase the Contract through a 1035 Exchange provided that the contract you are exchanging for the Schwab OneSource Annuity® has a cash value of at least $5,000.

The Contract application and any initial contributions made by check should be sent to Schwab Insurance Services, P.O. Box 7666, San Francisco, CA  94120-7666.

If your application is complete, your Contract will be issued and your Contribution will be credited within two business days after receipt by Great-West. Acceptance is subject to sufficient information in a form acceptable to us. We reserve the right to reject any application or Contribution.

If your application is incomplete, it will be completed from information Schwab has on file or you will be contacted by telephone or email to obtain the required information. If the information necessary to complete your application is not received within five business days, we will return to you both your check and the application. If you provide consent we will retain the initial Contribution and credit it as soon as we have completed your application.

Right of Cancellation Period

During the Right of Cancellation period (ten-days or longer where required by state law), you may cancel your Contract. If you exercise your Right of Cancellation, you must return the Contract to Great-West or to the representative from whom you purchased it.

Generally, Contributions will be allocated to the Sub-Accounts you selected on the application, effective upon the Effective Date. During the Right of Cancellation period, you may change your Sub-Account allocations as well as your allocation percentages.

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Contracts returned during the Right of Cancellation period will be void from the date we issued the Contract. In the majority of states, we will refund your current Annuity Account Value. This amount may be higher or lower than your Contributions, which means you bear the investment risk during the Right of Cancellation period.

Certain states require that we return the greater of your Annuity Account Value (less any surrenders, withdrawals, and distributions already received) or the amount of Contributions received. In those states, all Contributions will be processed as follows:

·   Amounts you specify to be allocated to one or more of the Sub-Accounts will first be allocated to the Schwab Money Market Sub-Account.

·   After the end of the Right of Cancellation period, the Annuity Account Value held in the Schwab Money Market Sub-Account will be allocated to the Sub-Accounts you selected on the application.

Amounts contributed from a 1035 exchange of the Schwab Select Annuity Contract will be immediately allocated to the Sub-Accounts you have selected. If the Contract is returned, it will be void from the start. In many states, we will refund the Annuity Account Value (less any surrenders, withdrawals, and distributions already received) effective as of the Transaction Date the Contract is returned and received by us. This amount may be an amount that is higher or lower than your Contribution from the Schwab Select Annuity Contract, which means that you bear the investment risk during the Right of Cancellation period. Certain states will require that we return the greater of: (a) Contributions received, or (b) the Annuity Account Value (less any surrenders, withdrawals, and distributions already received) effective as of the Transaction Date the Contract is returned and received by us.

Subsequent Contributions

Once your application is complete and we have received your initial Contribution, you can make subsequent Contributions at any time prior to the Payout Commencement Date, as long as the Annuitant is living. Additional Contributions must be at least $500; or $100 if made via an Automatic Bank Draft Plan. Total Contributions may exceed $1,000,000 only with our prior approval.

Subsequent Contributions can be made by check or via an Automatic Bank Draft Plan directly from your bank or savings account. You can designate the date you would wish your subsequent Contributions deducted from your account each month. If you make subsequent Contributions by check, your check should be payable to GWL&A.

You will receive a confirmation of each Contribution you make upon its acceptance. Subsequent Contributions are credited the day they are received in the Annuity Service Center Department at GWL&A if they are received on a day the New York Stock Exchange is open and received prior to 4 p.m. ET. Subsequent Contributions received on days the New York Stock Exchange is closed or received after 4 p.m. ET on a day the New York Stock Exchange is open, will be credited the next business day.

If you cancel a purchase payment or if your check is returned due to insufficient funds, you will be responsible for any losses or fees imposed by your bank and losses that may be incurred as a result of any decline in the value of the cancelled purchase. We reserve the right to refrain from allocating Contributions to your selected Sub-Accounts until we are notified by your bank that your check has cleared.

Great-West reserves the right to modify the limitations set forth in this section.

Annuity Account Value

Before the date annuity payouts begin, the value of your Contract is the Annuity Account Value, which, before your Annuity Commencement Date, is the total dollar amount of all accumulation units credited to you for each Sub-Account. Initially, the value of each accumulation unit was set at $10.00.

Each Sub-Account's value prior to the Payout Commencement Date is equal to:

·   net Contributions allocated to the corresponding Sub-Account,

·   plus or minus any increase or decrease in the value of the assets of the Sub-Account due to investment results,

·   minus the daily mortality and expense risk charge, and

·   minus any withdrawals or Transfers from the Sub-Account.

The value of a Sub-Account's assets is determined at the end of each day that the New York Stock Exchange is open for regular business (a valuation date). A valuation period is the period between successive valuation dates. It begins at the close of the New York Stock Exchange (generally 4:00 p.m. ET) on each valuation date and ends at the close of the New York Stock Exchange on the next succeeding valuation date.

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The Annuity Account Value is expected to change from valuation period to valuation period, reflecting the investment experience of the selected Sub-Account(s), as well as the deductions for applicable charges.

Upon allocating Contributions to a Sub-Account you will be credited with variable accumulation units in that Sub-Account. The number of accumulation units you will be credited is determined by dividing the portion of each Contribution allocated to the Sub-Account by the value of an accumulation unit. The value of the accumulation unit is determined and credited at the end of the valuation period during which the Contribution was received.

Each Sub-Account’s accumulation unit value is established at the end of each valuation period. It is calculated by multiplying the value of that unit at the end of the prior valuation period by the Sub-Account's Net Investment Factor for the valuation period. The formula used to calculate the Net Investment Factor is discussed in Appendix B.

Unlike a brokerage account, amounts held under a Contract are not covered by the Securities Investor Protection Corporation (“SIPC”).

Transfers

At any time while your Contract is in force, you may Transfer all or part of your Annuity Account Value among and between the Sub-Accounts by telephone, in writing by sending a Request to the Annuity Service Center or through the Internet at www.schwab.com/annuity where you will be redirected to a Great-West website where you may make the Transfer.  Incoming Transfers to closed Sub-Accounts are not permitted.

Your Request must specify:

·   the amounts being Transferred,

·   the Sub-Account(s) from which the Transfer is to be made, and

·   the Sub-Account(s) that will receive the Transfer.

Currently, there is no limit on the number of Transfers you can make among the Sub-Accounts during any calendar year. However, we reserve the right to limit the number of Transfers you make. Also, there is currently no charge for Transfers. We reserve the right to impose such a charge in the future. If we choose to exercise these rights, we will notify you by sending you a supplement to this prospectus, in accordance with all applicable regulations.

A Transfer generally will be effective on the date the Request for Transfer is received by Schwab Insurance Services if received before 4:00 p.m. ET. Any Transfer request received after 4:00 p.m. ET becomes effective on the following business day we and the New York Stock Exchange are open for business. Under current tax law, there will not be any tax liability to you if you make a Transfer.

Transfers involving the Sub-Accounts will result in the purchase and/or cancellation of accumulation units having a total value equal to the dollar amount being transferred. The purchase and/or cancellation of such units is made using the value of the Sub-Accounts as of the end of the valuation date on which the Transfer is effective.

We reserve the right without prior notice to modify, restrict, suspend, or eliminate the Transfer privileges (including telephone and/or Internet Transfers) at any time.

At present, we do not impose minimums on amounts that must be transferred. However, we reserve the right to impose, from time to time, minimum dollar amounts that may be transferred from a Sub-Account.

We also reserve the right to impose, from time to time, minimum dollar amounts that must remain in a Sub-Account after giving effect to a Transfer from that Sub-Account. At present, we do not impose any such minimums.

Market Timing and Excessive Trading

The Contracts are intended for long-term investment and not for the purpose of market timing or excessive trading activity. Market timing activity may dilute the interests of Contract Owners in the underlying Portfolios.  Market timing generally involves frequent or unusually large Transfers that are intended to take advantage of short-term fluctuations in the value of a Portfolio's portfolio securities and the reflection of that change in the Portfolio's share price.  In addition, frequent or unusually large Transfers may harm performance by increasing Portfolio expenses and disrupting Portfolio management strategies.  For example, excessive trading may result in forced liquidations of portfolio securities or cause the Portfolio to keep a relatively higher cash position, resulting in increased brokerage costs and lost investment opportunities.

We maintain procedures designed to prevent or minimize market timing and excessive trading (collectively, “prohibited trading”) by Owners. As part of those procedures, certain of the Portfolios have instructed us to perform standardized trade monitoring, while other Portfolios perform their own monitoring and request reports of the Owner's trading activity if  

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prohibited trading is suspected. If an Owner’s trading activity is determined to constitute prohibited trading, as defined by the applicable Portfolio, Great-West will notify the Owner that a trading restriction will be implemented if the Owner does not cease the prohibited trading. Some Portfolios may require that trading restrictions be implemented immediately without warning, in which case we will notify the Owner of the restriction imposed by the Portfolio(s), as applicable.

If a Portfolio determines, or, for Portfolios for which we perform trade monitoring, we determine based on the applicable Portfolio’s definition of prohibited trading, that the Owner continues to engage in prohibited trading, we will restrict the Owner from making Transfers into the identified Portfolio(s) for the period of time specified by the Portfolio(s).  Restricted Owners will be permitted to make Transfers out of the identified Portfolio(s) to other available Portfolio(s).  When the Portfolio’s restriction period has been met, the Owner will automatically be allowed to resume Transfers into the identified Portfolio(s).

For Portfolios that perform their own monitoring, the Series Account does not impose trading restrictions unless or until a Portfolio first detects and notifies us of prohibited trading activity.  Accordingly, we cannot prevent all prohibited trading activity before it occurs, as it may not be possible to identify it unless and until a trading pattern is established.  To the extent such Portfolios do not detect and notify us of prohibited trading or the trading restrictions we impose fail to curtail it, it is possible that a market timer may be able to make prohibited trading transactions with the result that the management of the Portfolios may be disrupted and the Owners may suffer detrimental effects such as increased costs, reduced performance, and dilution of their interests in the affected Portfolios.

We endeavor to ensure that our procedures are uniformly and consistently applied to all Owners, and we do not exempt any persons from these procedures.  We do not enter into agreements with Owners whereby we permit prohibited trading.  Subject to applicable state law and the terms of each Contract, we reserve the right without prior notice to modify, restrict, suspend or eliminate the Transfer privileges (including telephone Transfers) at any time, to require that all Transfer Requests be made by you and not by your designee, and to require that each Transfer Request be made by a separate communication to us.  We also reserve the right to require that each Transfer Request be submitted in writing and be signed by you.

The Portfolios may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares.  The prospectuses for the Portfolios should describe any policies and procedures relating to restricting prohibited trading.  The frequent trading policies and procedures of a Portfolio may be different, and more or less restrictive, than the frequent trading policies and procedures of other Portfolios and the policies and procedures we have adopted to discourage prohibited trading.  For example, a Portfolio may impose a redemption fee.  The Owner should also be aware that we are legally obligated to provide (at the Portfolios’ request) information about each amount you cause to be deposited into a Portfolio (including by way of premium payments and Transfers under your Contract) or removed from the Portfolio (including by way of withdrawals and Transfers under your Contract).  If a Portfolio identifies you as having violated the Portfolio’s frequent trading policies and procedures, we are obligated, if the Portfolio requests, to restrict or prohibit any further deposits or exchanges by you in respect to that Portfolio.  Under rules recently adopted by the SEC we are required to: (1) enter into a written agreement with each Portfolio or its principal underwriter that will obligate us to provide to the Portfolio promptly upon request certain information about the trading activity of individual Owners and (2) execute instructions from the Portfolio to restrict or prohibit further purchases or Transfers by specific Owners who violate the frequent trading policies established by the Portfolio.  Accordingly, if you do not comply with any Portfolio’s frequent trading policies and procedures, you may be prohibited from directing any additional amounts into that Portfolio or directing any Transfers or other exchanges involving that Portfolio.  You should review and comply with each Portfolio’s frequent trading policies and procedures, which are disclosed in the Portfolios’ current prospectuses.

We may revise our market timing and excessive trading policy and related procedures at our sole discretion, at any time and without prior notice, as we deem necessary or appropriate to comply with state or federal regulatory requirements or to impose additional or alternative restrictions on Owners engaging in prohibited trading.  In addition, our orders to purchase shares of the Portfolios are generally subject to acceptance by the Portfolio, and in some cases a Portfolio may reject or reverse our purchase order.  Therefore, we reserve the right to reject any Owner's Transfer Request if our order to purchase shares of the Portfolio is not accepted by, or is reversed by, an applicable Portfolio.

You should note that other insurance companies and retirement plans may also invest in the Portfolios and that those companies or plans may or may not have their own policies and procedures on frequent Transfers.  You should also know that the purchase and redemption orders received by the Portfolios generally are "omnibus" orders from intermediaries such as retirement plans or separate accounts funding variable insurance contracts.  Omnibus orders reflect the aggregation and netting of multiple orders from individual retirement plan Owners and/or individual owners of variable insurance contracts.  The nature of such orders may limit the Portfolios' ability to apply their respective frequent trading policies and procedures.  As a result, there is a risk that the Portfolios may not be able to detect potential prohibited trading activities in the omnibus orders they receive.  We cannot guarantee that the Portfolios will not be harmed by Transfer activity relating to the retirement plans and/or other insurance companies that invest in the Portfolios. If the policies and procedures of   

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other insurance companies or retirement plans fail to successfully discourage frequent Transfer activity, it may affect the value of your investments in the Portfolios.  In addition, if a Portfolio believes that an omnibus order we submit may reflect one or more Transfer Requests from an Owner engaged in frequent Transfer activity, the Portfolio may reject the entire omnibus order and thereby interfere with our ability to satisfy your Request even if you have not made frequent Transfers.  For Transfers into more than one investment option, we may reject or reverse the entire Transfer Request if any part of it is not accepted by or is reversed by a Portfolio.

Automatic Custom Transfers

Dollar Cost Averaging

You may arrange for systematic Transfers from any open Sub-Account to any other open Sub-Account. (Transfers into closed Sub-Accounts are not permitted.) These systematic Transfers may be used to Transfer values from the Schwab Money Market Sub-Account to other Sub-Accounts as part of a dollar cost averaging strategy. Dollar cost averaging allows you to buy more units when the price is low and fewer units when the price is high. Over time, your average cost per unit may be more or less than if you invested all your money at one time. However, dollar cost averaging does not assure a greater profit, or any profit, and will not prevent or necessarily alleviate losses in a declining market. There is no charge for participating in Dollar Cost Averaging.

You can set up automatic dollar cost averaging on a monthly, quarterly, semi-annual, or annual basis. Your Transfer will be initiated on the Transaction Date one frequency period following the date of the request. For example, if you request quarterly Transfers on January 9, your first Transfer will be made on April 9 and every three months on the 9th thereafter. Transfers will continue on that same day each interval unless terminated by you or for other reasons as set forth in the Contract.

If there are insufficient funds in the applicable Sub-Account on the date your Transfer is scheduled, your Transfer will not be made. However, your dollar cost averaging Transfers will resume once there are sufficient funds in the applicable Sub-Account. Dollar cost averaging will terminate automatically when you start taking payouts from the Contract. Dollar cost averaging Transfers must meet the following conditions:

·   The minimum amount that can be Transferred out of the selected Sub-Account is $100.

·   You must: (1) specify the dollar amount to be Transferred, (2) designate the Sub-Account(s) to which the Transfer will be made, and (3) designate the percentage of the dollar amount to be allocated to each Sub-Account into which you are Transferring money. The accumulation unit values will be determined on the Transfer date.

How dollar cost averaging works:

Month	Contribution		Units Purchased		Price per unit
Jan.	$	250		10	$	25.00
Feb.		250		12		20.83
Mar.		250		20		12.50
Apr.		250		20		12.50
May		250		15		16.67
June		250		12		20.83
Average market value per unit $18.06 Investor’s average cost per unit $16.85

In the chart above, if all units had been purchased at one time at the highest unit value of $25.00, only 60 units could have been purchased with $1500. By contributing smaller amounts over time, dollar cost averaging allowed 89 units to be purchased with $1500 at an average unit price of $16.85. This investor purchased 29 more units at $1.21 less per unit than the average market value per unit of $18.06.

You may not participate in dollar cost averaging and Rebalancer at the same time.

Great-West reserves the right to modify, suspend, or terminate dollar cost averaging at any time.

Rebalancer

Over time, variations in each Sub-Account’s investment results will change your asset allocation plan percentages. Rebalancer allows you to automatically reallocate your Annuity Account Value to maintain your desired asset allocation. Participation in Rebalancer does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. There is no charge for participating in Rebalancer.

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You can set up Rebalancer as a one-time Transfer or on a quarterly, semi-annual, or annual basis. If you select to rebalance only once, the Transfer will take place on the Transaction Date of the request.

If you select to rebalance on a quarterly, semi-annual, or annual basis, the first Transfer will be initiated on the Transaction Date one frequency period following the date of the request. For example, if you request quarterly Transfers on January 9, your first Transfer will be made on April 9 and every three months on the 9th thereafter. Transfers will continue on that same day each interval unless terminated by you or for other reasons as set forth in the Contract.

How Rebalancer works:

Suppose you purchased your annuity and you decided to allocate 60% of your initial contribution to stocks; 30% to bonds and 10% to cash equivalents as in this pie chart:

Now assume that stock Portfolios outperformbond Portfolios and cash equivalents over a certain period of time. Over this period, the unequal performance may alter the asset allocation of the above hypothetical plan to look like this:

Rebalancer automatically reallocates your Annuity Account Value to maintain your desired asset allocation. In this example, the portfolio would be reallocated back to 60% in stocks; 30% in bonds; 10% in cash equivalents.

On the Transaction Date for the specified Request, assets will be automatically reallocated to the Sub-Accounts you selected. The Rebalancer option will terminate automatically when you start taking payouts from the Contract.

Rebalancer Transfers must meet the following conditions:

·   Your entire Annuity Account Value must be included (except for Sub-Accounts that are closed to new Contributions and incoming Transfers).

·   You must specify the percentage of your Annuity Account Value that you wish allocated to each Sub-Account and the frequency of rebalancing. You may modify the allocations or stop the Rebalancer option at any time.

·   You may not participate in dollar cost averaging and Rebalancer at the same time.

Great-West reserves the right to modify, suspend, or terminate the Rebalancer option at any time.

Cash Withdrawals

You may withdraw all or part of your Annuity Account Value at any time during the life of the Annuitant and prior to the date annuity payouts begin by submitting a withdrawal Request to Schwab Insurance Services or via the Internet at www.schwab.com/annuity or www.schwaballiance.com (for clients of investment managers who are Schwab Alliance customers); however, any withdrawals over $25,000 must be submitted in writing. Withdrawals are subject to the rules below and federal or state laws, rules, or regulations may also apply. The amount payable to you if you surrender your Contract is your Annuity Account Value, less any applicable Premium Tax. No withdrawals may be made after the date annuity payouts begin.

If you request a partial withdrawal, your Annuity Account Value will be reduced by the dollar amount withdrawn and your Death Benefit, if you chose option 2, will be reduced as a sum of all Proportional Withdrawals from each Sub-Account from which partial withdrawals were made by you (for Contracts issued on or after April 30, 2004).

Partial withdrawals are unlimited. However, you must specify the Sub-Account(s) from which the withdrawal is to be made. After any partial withdrawal, if your remaining Annuity Account Value is less than $2,000, then a full surrender may be required. The minimum partial withdrawal is $500.

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The following terms apply to withdrawals:

·   Partial withdrawals or surrenders are not permitted after the date annuity payouts begin.

·   A partial withdrawal or a surrender will be effective upon the Transaction Date.

Withdrawal requests must be in writing with your original signature. If your instructions are not clear, your request will be denied and no surrender or partial withdrawal will be processed.

After a withdrawal of all of your Annuity Account Value, or at any time that your Annuity Account Value is zero, all your rights under the Contract will terminate.

Tax consequences of withdrawals are detailed below, but you should consult a competent tax advisor prior to authorizing a withdrawal from your Annuity Account Value.

Withdrawals to Pay Investment Manager or Financial Advisor Fees

You may request partial withdrawals from your Annuity Account Value and direct us to remit the amount withdrawn directly to your designated Investment Manager or Financial Advisor (collectively “Consultant”). A withdrawal request for this purpose must meet the $500 minimum withdrawal requirements and comply with all terms and conditions applicable to partial withdrawals, as described above. Tax consequences of withdrawals are detailed below, but you should consult a competent tax advisor prior to authorizing a withdrawal from your Annuity Account to pay Consultant fees.

Tax Consequences of Withdrawals

Withdrawals made for any purpose may be taxable—including payments made by us directly to your Consultant.

In addition, the Code may require us to withhold federal income taxes from withdrawals and report such withdrawals to the Internal Revenue Service ("IRS").  If you request partial withdrawals to pay Consultant fees, your Annuity Account Value will be reduced by the sum of the fees paid to the Consultant and the related withholding.

You may elect, in writing, to have us not withhold federal income tax from withdrawals, unless withholding is mandatory for your Contract. If you are younger than 59½, the taxable portion of any withdrawal is generally considered to be an early withdrawal and may be subject to an additional federal penalty tax of 10%.

Some states also require withholding for state income taxes. For details about withholding, please see "Federal Tax Matters" on page 38.

Telephone and Internet Transactions

You may make Transfer requests by telephone, fax and/or by Internet. Transfer requests received before 4:00 p.m. ET will be made on that day at that day’s unit value. Those received after 4:00 p.m. ET will be made on the next business day we and the New York Stock Exchange are open for business, at that day’s unit value.

We will use reasonable procedures to confirm that instructions communicated by telephone, fax and/or Internet are genuine, such as:

·   requiring some form of personal identification prior to acting on instructions;

·   providing written confirmation of the transaction; and/or

·   tape recording the instructions given by telephone.

If we follow such procedures we will not be liable for any losses due to unauthorized or fraudulent instructions.

We reserve the right to suspend telephone, fax and/or Internet transaction privileges at any time, for some or all Contracts, and for any reason. Neither partial withdrawals nor surrenders are permitted by telephone; however partial withdrawal Requests in the amount of $25,000 or less may be requested by Internet. All Requests for full surrenders, periodic withdrawals, and partial withdrawals in excess of $25,000 must be in writing.

Death Benefit

At the time you apply to purchase the Contract, you select one of the two Death Benefit options we offer. For Option 1, the Owner, Annuitant, and Contingent Annuitant each must be age 85 or younger at the time the Contract is issued. For Option 2, the Owner, Annuitant, and Contingent Annuitant each must be age 80 or younger at the time the Contract is issued. For a full description of the circumstances under which we pay the Death Benefit, please see “Distribution of Death Benefit” on page 34 of this Prospectus.

If you have selected Death Benefit option 1, the amount of the Death Benefit will be the Annuity Account Value as of the date we receive a Request for the payout of the Death Benefit, minus any Premium Tax.

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For Contracts issued on or after April 30, 2004, if you have selected Death Benefit option 2, the amount of the Death Benefit will be the greater of:

·   the Annuity Account Value as of the date we receive a Request for the payout of the Death Benefit, minus any Premium Tax; or

·   the sum of all Contributions, minus any Proportional Withdrawals and minus any Premium Tax.

For example, in a rising market, where an Owner contributed $100,000 which increased to $200,000 due to market appreciation and then withdrew $150,000, the new balance is $50,000 and the Proportional Withdrawal is 75% ($150,000/$200,000 = 75%). This 75% Proportional Withdrawal is calculated against the total Contribution amount of $100,000 for a Death Benefit equal to the greater of the Annuity Account Value ($50,000) or total Contributions reduced by 75% ($100,000 reduced by 75%, or $25,000). Here, the Death Benefit would be $50,000.

Separately, if the Owner withdrew $50,000, or 25% of the Annuity Account Value, for a new balance of $150,000, the Death Benefit remains the greater of the Annuity Account Value ($150,000) or total Contributions reduced by the Proportional Withdrawal calculation ($100,000 reduced by 25%, or $75,000). Here, the Death Benefit is $150,000.

If the Owner withdraws an additional $50,000, this represents an additional Proportional Withdrawal of 33% ($50,000/$150,000 = 33%). The Death Benefit is now equal to the greater of the Annuity Account Value ($100,000) or total Contributions reduced by all the Proportional Withdrawal calculations ($100,000 reduced by 25%, or $75,000, and then reduced by 33%, or $24,750, to equal $50,250). Here, the Death Benefit is $100,000.

In a declining market, where an Owner contributed $100,000 which declined in value due to market losses to $50,000, and the Owner then withdrew $40,000, or 80% of Annuity Account Value, the result is a new account balance of $10,000. When applying Proportional Withdrawals, here 80%, the Death Benefit is the greater of the Annuity Account Value ($10,000) or total Contributions reduced by the Proportional Withdrawal calculation ($100,000 reduced by 80%, or $20,000). Here the death benefit is $20,000.

For Contracts issued prior to April 30, 2004, if you have selected Death Benefit Option 2, the amount of the Death Benefit will be the greater of:

·   the Annuity Account Value as of the date we receive a Request for the payout of the Death Benefit, minus any Premium Tax; or

·   the sum of Contributions applied to the Contract as of the date the request for payment is received, less partial withdrawals, periodic withdrawals, and premium tax, if any.

The difference between the two Death Benefit options we offer is that the amount payable upon death (the Death Benefit) is based on different criteria for each option and there is a different Mortality and Expense Risk Charge for each. Option 2 provides for the return of Contributions in the event that amount is greater than the Annuity Account Value (minus any Premium Tax and minus any partial withdrawals for Contracts issued before April 30, 2004 or minus any Proportional Withdrawals for Contracts issued thereafter). This could happen, for example, if the Death Benefit becomes payable soon after the Contract is purchased (say, one to three years) and, during those years, while Contributions are being made, the investment markets generally are in decline. Under these circumstances, it is possible that the performance of the Sub-Accounts you select may cause the Annuity Account Value to be less than the total amount of Contributions. If you have selected Death Benefit option 2 on a Contract, your Beneficiary would receive the greater amount, in this case, the sum of all Contributions (minus any Premium Tax and minus any partial withdrawals for Contracts issued before April 30, 2004 or minus any Proportional Withdrawals for Contracts issued thereafter). If you have selected Death Benefit option 1, your Beneficiary would receive the lesser amount, in this case, the Annuity Account Value (minus any Premium Tax).

If you choose Death Benefit Option 1, your Mortality and Expense Risk Charge is 0.65% of the average daily value of the Sub-Accounts to which you have allocated Contributions. If you choose Death Benefit option 2 (under which we incur greater mortality risks), your Mortality and Expense Risk Charge will be 0.85%. For Contracts issued before May 1, 2003, if you chose Death Benefit option 2 (under which we incur greater mortality risks), your Mortality and Expense Risk Charge will be 0.70%.

The Death Benefit will become payable following our receipt of the Beneficiary’s claim in good order. When an Owner or the Annuitant dies before the Annuity Commencement Date and a Death Benefit is payable to a Beneficiary, the Death Benefit proceeds will remain invested according to the allocation instructions given by the Owner(s) until new allocation instructions are requested by the Beneficiary or until the Death Benefit is actually paid to the Beneficiary.

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The amount of the Death Benefit will be determined as of the date we receive a Request for the payout of the Death Benefit. However, on the date a payout option is processed, the Annuity Account Value will be transferred to the Schwab Money Market Sub-Account unless the Beneficiary elects otherwise.

Subject to the distribution rules below, payout of the Death Benefit may be made as follows:

·   payout in a single sum, or

·   payout under any of the variable annuity options provided under this Contract.

In any event, no payout of benefits provided under the Contract will be allowed that does not satisfy the requirements of the Code and any other applicable federal or state laws, rules or regulations.

Beneficiary

You may select one or more Beneficiaries. If more than one Beneficiary is selected, they will share equally in any Death Benefit payable unless you indicate otherwise. You may change the Beneficiary any time before the Annuitant's death.

You may also select one or more Contingent Beneficiaries. You may change the Contingent Beneficiary before the Annuitant’s death. If one or more primary Beneficiaries are alive within 30 days after the Annuitant’s death, the Contingent Beneficiary cannot become the primary Beneficiary and any interest the Contingent Beneficiary may have in the Contract will cease.

A change of Beneficiary or Contingent Beneficiary will take effect as of the date the Request is processed, unless a certain date is specified by the Owner. If the Owner dies before the Request is processed, the change will take effect as of the date the Request was made, unless we have already made a payout or otherwise taken action on a designation or change before receipt or processing of such Request. A Beneficiary or Contingent Beneficiary designated irrevocably may not be changed without the written consent of that Beneficiary, or Contingent Beneficiary, as applicable, except as allowed by law.

The interest of any Beneficiary who dies before the Owner or the Annuitant will terminate at the death of the Beneficiary and the Contingent Beneficiary will become the Beneficiary. The interest of any Beneficiary who dies at the time of, or within 30 days after the death of an Owner or the Annuitant will also terminate if no benefits have been paid to such Beneficiary, unless the Owner otherwise indicates by Request. The benefits will then be paid to the Contingent Beneficiary. If no Contingent Beneficiary has been designated, then the benefits will be paid as though the Beneficiary had died before the deceased Owner or Annuitant. If no Beneficiary or Contingent Beneficiary survives the Owner or Annuitant, as applicable, we will pay the Death Benefit proceeds to the Owner's estate.

If the Beneficiary is not the Owner’s surviving spouse, she/he may elect, not later than one year after the Owner's date of death, to receive the Death Benefit in either a single sum or payout under any of the variable annuity options available under the Contract, provided that:

·   such annuity is distributed in substantially equal installments over the life or life expectancy of the Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary and

·   such distributions begin not later than one year after the Owner's date of death.

If an election is not received by Great-West from a non-spouse Beneficiary or substantially equal installments begin later than one year after the Owner's date of death, then the entire amount must be distributed within five years of the Owner's date of death. The Death Benefit will be determined as of the date the payouts begin.

If a corporation or other non-individual entity is entitled to receive benefits upon the Owner's death, the Death Benefit must be completely distributed within five years of the Owner's date of death.

Distribution of Death Benefit

Death of Annuitant Who is Not the Owner

Upon the death of the Annuitant while the Owner is living, and before the Annuity Commencement Date, we will pay the Death Benefit to the Beneficiary unless there is a Contingent Annuitant.

If a Contingent Annuitant was named by the Owner prior to the Annuitant's death, and the Annuitant dies before the Annuity Commencement Date while the Owner and Contingent Annuitant are living, no Death Benefit will be payable and the Contingent Annuitant will become the Annuitant.

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If the Annuitant dies after the date annuity payouts begin and before the entire interest has been distributed, any benefit payable must be distributed to the Beneficiary according to and as rapidly as under the payout option which was in effect on the Annuitant's date of death.

If a corporation or other non-individual is an Owner, the death of the Annuitant will be treated as the death of an Owner and the Contract will be subject to the "Death of Owner" provisions described below.

Contingent Annuitant

While the Annuitant is living, you may, by Request, designate or change a Contingent Annuitant from time to time. A change of Contingent Annuitant will take effect as of the date the request is processed, unless a certain date is specified by the Owner(s). Please note you are not required to designate a Contingent Annuitant.

Death of Owner Who Is Not the Annuitant

If the Owner dies before annuity payouts commence and there is a Joint Owner who is the surviving spouse of the deceased Owner, the Joint Owner becomes the Owner and Beneficiary and the Joint Owner may elect to take the Death Benefit or to continue the Contract in force.

If the Owner dies after annuity payouts commence and before the entire interest has been distributed while the Annuitant is living, any benefit payable will continue to be distributed to the Annuitant as rapidly as under the payout option applicable on the Owner's date of death. All rights granted the Owner under the Contract will pass to any surviving Joint Owner and, if none, to the Annuitant.

In all other cases, we will pay the Death Benefit to the Beneficiary even if a Joint Owner (who was not the Owner's spouse on the date of the Owner's death), the Annuitant and/or the Contingent Annuitant are alive at the time of the Owner's death, unless the sole Beneficiary is the deceased Owner's surviving spouse who may elect to become the Owner and Annuitant and to continue the Contract in force.

Death of Owner Who Is the Annuitant

If there is a Joint Owner who is the surviving spouse of the deceased Owner and a Contingent Annuitant, the Joint Owner becomes the Owner and the Beneficiary, the Contingent Annuitant will become the Annuitant, and the Contract will continue in force.

If there is a Joint Owner who is the surviving spouse of the deceased Owner but no Contingent Annuitant, the Joint Owner will become the Owner, Annuitant, and Beneficiary and may elect to take the Death Benefit or continue the Contract in force.

In all other cases, we will pay the Death Benefit to the Beneficiary, even if a Joint Owner (who was not the Owner's spouse on the date of the Owner's death) and/or Contingent Annuitant are alive at the time of the Owner's death, unless the sole Beneficiary is the deceased Owner's surviving spouse who may elect to become the Owner and Annuitant and to continue the Contract in force.

Charges and Deductions

No amounts will be deducted from your Contributions except for any applicable Premium Tax. As a result, the full amount of your Contributions (less any applicable Premium Tax) is invested in the Contract.

As more fully described below, charges under the Contract are assessed only as deductions for:

·   Premium Tax, if applicable; and/or

·   charges against your Annuity Account Value for our assumption of mortality and expense risks.

The Contract may be available for use with investment accounts at Schwab that charge an annual fee in lieu of sales charges or an investment advisory fee. Fees for these accounts would be specified in the respective account agreements. Any fees and expenses associated with these accounts will be separate from and in addition to the fees and expenses associated with the Contract. You should consult with your Financial Advisor for more details.

Mortality and Expense Risk Charge

We deduct a Mortality and Expense Risk Charge from your Annuity Account Value at the end of each valuation period to compensate us for bearing certain mortality and expense risks under the Contract. If you select Death Benefit option 1, this is a daily charge equal to an effective annual rate of 0.65%. We guarantee that this charge will never increase beyond 0.65%. If you select Death Benefit option 2, the Mortality and Expense Risk Charge is a daily charge equal to an effective annual rate of 0.85%. We guarantee that this charge will never

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increase beyond 0.85%. For Contracts issued prior to May 1, 2003, if you selected Death Benefit option 2, the Mortality and Expense Risk Charge is a daily charge equal to an effective annual rate of 0.70%.

The Mortality and Expense Risk Charge is reflected in the unit values of each of the Sub-Accounts you have selected. Thus, this charge will continue to be applicable should you choose a variable annuity payout option or a periodic withdrawal option.

Annuity Account Values and annuity payouts are not affected by changes in actual mortality experience incurred by us. The mortality risks assumed by us arise from our contractual obligations to make annuity payouts determined in accordance with the annuity tables and other provisions contained in the Contract. This means that you can be sure that neither the Annuitant's longevity nor an unanticipated improvement in general life expectancy will adversely affect the annuity payouts under the Contract.

The expense risk assumed is the risk that our actual expenses in administering the Contracts and the Series Account will be greater than we anticipated.

The Mortality and Expense Risk Charge is higher for Owners who have selected Death Benefit option 2 because we bear substantial risk in connection with that option. Specifically, we bear the risk that we may be required to pay an amount to your Beneficiary that is greater than your Annuity Account Value.

If the Mortality and Expense Risk Charge is insufficient to cover actual costs and risks assumed, the loss will fall on us. If this charge is more than sufficient, any excess will be profit to us. Currently, we expect a profit from this charge. Our expenses for distributing the Contracts will be borne by our general assets, including any profits from this charge.

Expenses of the Portfolios

The values of the assets in the Sub-Accounts reflect the values of the Sub-Accounts’ respective Portfolio shares and therefore the fees and expenses paid by each Portfolio.

Some of the Portfolios’ investment advisers or administrators may compensate us for providing administrative services in connection with the Portfolios or cost savings experienced by the investment advisers or administrators of the Portfolios. Such compensation is typically a percentage of the value of the assets invested in the relevant Sub-Accounts and generally may range up to 0.35% annually of net assets. GWFS Equities, Inc. (“GWFS”) is the principal underwriter and distributor of the Contracts and may also receive Rule 12b-1 fees (ranging up to 0.25% annually of net assets) directly from certain Portfolios for providing distribution related services related to shares of the Portfolios offered in connection with a Rule 12b-1 plan. If GWFS receives Rule 12b-1 fees, combined compensation for administrative and distribution related services generally ranges up to 0.60% annually of the assets invested in the relevant Sub-Accounts.

Premium Tax

We may be required to pay state Premium Taxes or retaliatory taxes currently ranging from 0% to 3.5% in connection with Contributions or values under the Contracts. Depending upon applicable state law, we may deduct charges for the Premium Taxes we incur with respect to your Contributions, from amounts withdrawn, or from amounts applied on the Payout Commencement Date. In some states, charges for both direct Premium Taxes and retaliatory Premium Taxes may be imposed at the same or different times with respect to the same Contribution, depending on applicable state law.

Other Taxes

Under present laws, we will incur state or local taxes (in addition to the Premium Tax described above) in several states. No charges are currently deducted for taxes other than Premium Tax. However, we reserve the right to deduct charges in the future

for federal, state, and local taxes or the economic burden resulting from the application of any tax laws that we determine to be attributable to the Contract.

Payout Options

During the Distribution Period, you can choose to receive payouts in three ways—through periodic withdrawals, variable annuity payouts or a single, lump-sum payment.

You may change the Payout Commencement Date within 30 days prior to commencement of payouts.

Periodic Withdrawals

You may request that all or part of the Annuity Account Value be applied to a periodic withdrawal option. All requests for periodic withdrawals must be in writing. The amount applied to a periodic withdrawal is the Annuity Account Value, less Premium Tax, if any.

In requesting periodic withdrawals, you must elect:

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·   The withdrawal frequency of either 1-, 3-, 6- or 12-month intervals;

·   A minimum withdrawal amount of at least $100;

·   The calendar day of the month on which withdrawals will be made; and

·   One of the periodic withdrawal payout options discussed below— you may change the withdrawal option and/or the frequency once each calendar year.

Your withdrawals may be prorated across the Sub-Accounts in proportion to their assets. Or, they can be made from specific Sub-Account(s) until they are depleted. After that, we will automatically prorate the remaining withdrawals against any remaining Sub-Account assets unless you request otherwise.

While periodic withdrawals are being received:

·   You may continue to exercise all contractual rights, except that no Contributions may be made.

·   You may keep the same Sub-Accounts as you had selected before periodic withdrawals began.

·   Charges and fees under the Contract continue to apply.

Periodic withdrawals will cease on the earlier of the date:

·   The amount elected to be paid under the option selected has been reduced to zero.

·   The Annuity Account Value is zero.

·   You request that withdrawals stop.

·   You purchase an annuity payout option.

·   The Owner or the Annuitant dies.

If periodic withdrawals stop, you may resume making Contributions. However, we may limit the number of times you may restart a periodic withdrawal program.

Periodic withdrawals made for any purpose may be taxable, subject to withholding and to the 10% federal penalty tax if you are younger than age 59½.

If you choose to receive payouts from your Contract through periodic withdrawals, you may select from the following payout options:

Income for a specified period (at least 36 months)—You elect the length of time over which withdrawals will be made. The amount paid will vary based on the duration you choose.

Income of a specified amount (at least 36 months)—You elect the dollar amount of the withdrawals. Based on the amount elected, the duration may vary.

Any other form of periodic withdrawal acceptable to Great-West which is for a period of at least 36 months.

In accordance with the provisions outlined in this section, you may request a periodic withdrawal to remit fees paid to your Investment Manager or Financial Advisor. There may be income tax consequences to any periodic withdrawal made for this purpose. Please see “Cash Withdrawals” on page 31.

Annuity Payouts

You can choose the date that you wish annuity payouts to start either when you purchase the Contract or at a later date. If you do not select a payout start date, payouts will begin on the Annuitant's 91st birthday. You can change your selection at any time up to 30 days before the annuity date that you have selected.

If you have not elected a payout option within 30 days of the Annuity Commencement Date, your Annuity Account Value will be paid out as a variable life annuity with a guaranteed period of 20 years.

The amount to be paid out will be based on the Annuity Account Value, minus any Premium Tax, on the Annuity Commencement Date. The minimum amount that may be withdrawn from the Annuity Account Value to purchase an annuity payout option is $2,000. If your Annuity Account Value is less than $2,000, we may pay the amount in a single sum subject to the Contract provisions applicable to a partial withdrawal.

If you choose to receive variable annuity payouts from your Contract, you may select from the following payout options:

Variable life annuity with guaranteed period—This option provides for payouts during a guaranteed period or for the lifetime of the Annuitant, whichever is longer. The guaranteed period may be 5, 10, 15, or 20 years. Upon the death of the Annuitant, the Beneficiary will receive the remaining payouts at the same interval elected by the Owner.

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Variable life annuity without guaranteed period—This option provides payouts during the lifetime of the Annuitant. The annuity terminates with the last payout due prior to the death of the Annuitant. Because no minimum number of payouts is guaranteed, this option may offer the maximum level of payouts. It is possible that only one payout may be made if the Annuitant dies before the date on which the second payout is due.

Under an annuity payout option, you can receive payouts monthly, quarterly, semi-annually or annually in payments which must be at least $50. We reserve the right to make payouts using the most frequent payout interval which produces a payout of at least $50. Once annuity payouts commence, you cannot make Contributions or take withdrawals, other than your annuity payouts.

If you elect to receive a single sum payment, the amount paid is the Surrender Value.

Amount of First Variable Payout

The first payout under a variable annuity payout option will be based on the value of the amounts held in each Sub-Account you have selected on the first valuation date preceding the Annuity Commencement Date. It will be determined by applying the appropriate rate to the amount applied under the payout option. The rate applied reflects an assumed investment return (“AIR”) of 5%.

For annuity options involving life income, the actual age, year in which annuitization commences and gender of the Annuitant will affect the amount of each payout. We reserve the right to ask for satisfactory proof of the Annuitant's age. We may delay annuity payouts until satisfactory proof is received. Because payouts to older Annuitants are expected to be fewer in number, the amount of each annuity payout under a selected annuity form will be greater for older Annuitants than for younger Annuitants.

If the age of the Annuitant has been misstated, the payouts established will be made on the basis of the correct age. If payouts were too large because of misstatement, the difference with interest may be deducted by us from the next payout or payouts. If payouts were too small, the difference with interest may be added by us to the next payout. This interest is at an annual effective rate which will not be less than the minimum rate allowed by law.

Variable Annuity Units

The number of Annuity Units paid for each Sub-Account is determined by dividing the amount of the first payout by its Annuity Unit value on the first valuation date preceding the Annuity Commencement Date. The number of Annuity Units used to calculate each payout for a Sub-Account remains fixed during the Annuity Payout Period.

Amount of Variable Payouts After the

First Payout

Payouts after the first will vary depending upon the investment performance of the Sub-Accounts. Your payouts will increase in amount over time if the Sub-Accounts you select earn more than the 5% AIR. Likewise, your payouts will decrease over time if the Sub-Accounts you select earn less than the 5% AIR. The subsequent amount paid from each Sub-Account is determined by multiplying (a) by (b) where (a) is the number of Sub-Account Annuity Units to be paid and (b) is the Sub-Account Annuity Unit value on the first valuation date preceding the date the annuity payout is due. The total amount of each variable annuity payout will be the sum of the variable annuity payouts for each Sub-Account you have selected. We guarantee that the dollar amount of each payout after the first will not be affected by variations in expenses or mortality experience.

Transfers After the Variable Annuity

Commencement Date

Once annuity payouts have begun, Transfers may be made within the variable annuity payout option among the available Sub-Accounts. Transfers after the Annuity Commencement Date will be made by converting the number of Annuity Units being Transferred to the number of Annuity Units of the Sub-Account to which the Transfer is made. The result will be that the next annuity payout, if it were made at that time, would be the same amount that it would have been without the Transfer. Thereafter, annuity payouts will reflect changes in the value of the new Annuity Units.

Other Restrictions

Once payouts start under the annuity payout option you select:

·   no changes can be made in the payout option;

·   no additional Contributions will be accepted under the Contract; and

·   no further withdrawals, other than withdrawals made to provide annuity benefits, will be allowed.

A portion or the entire amount of the annuity payouts may be taxable as ordinary income. If, at the time the annuity payouts begin, we have not received a proper written election not to have federal income taxes withheld, we must by law withhold such taxes from the taxable portion of such annuity payouts and remit that amount to the federal government. State income tax withholding may also apply. Please see "Federal Tax Matters" below for details.

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Seek Tax Advice

The following discussion of the federal income tax consequences is only a brief summary and is not intended as tax advice. The federal income tax consequences discussed here reflect our understanding of current law and the law may change. Federal estate tax consequences and state and local estate, inheritance, and other tax consequences of ownership or receipt of distributions under a Contract depend on your individual circumstances or the circumstances of the person who receives the distribution. A tax advisor should be consulted for further information.

Federal Tax Matters

The following discussion is a general description of federal income tax considerations relating to the Contract and is not intended as tax advice. This discussion assumes that the Contract qualifies as an annuity contract for federal income tax purposes. This discussion is not intended to address the tax consequences resulting from all situations. If you are concerned about the tax implications relating to the ownership or use of the Contract, you should consult a competent tax advisor before initiating any transaction.

This discussion is based upon our understanding of the present federal income tax laws as they are currently interpreted by the IRS.  No representation is made as to the likelihood of the continuation of the present federal income tax laws or of the current interpretation by the IRS. Moreover, no attempt has been made to consider any applicable state or other tax laws.

The Contract may be purchased only on a non-tax qualified basis (“Non-Qualified Contract”). For federal income tax purposes, purchase payments made under Non-Qualified Contracts are not deductible. The ultimate effect of federal income taxes on the amounts held under a Contract, on annuity payouts, and on the economic benefit to you, the Annuitant, or the Beneficiary will depend on the tax status of the individual concerned.

Because tax laws, rules, and regulations are constantly changing, we do not make any guarantees about the Contract’s tax status.

Taxation of Annuities

Section 72 of the Code governs the taxation of annuities. An owner who is a “natural person” will not generally be taxed on increases, if any, in the value of the Annuity Account Value until a distribution of all or part of the Annuity Account Value is made (for example, withdrawals or annuity payouts under the annuity payout option elected). Also, if you make an assignment, pledge, or agreement to assign or pledge all or any portion of the Annuity Account Value, that amount will be treated as a distribution to you under the Contract. The taxable portion of a distribution (in the form of a single sum payout or an annuity) is taxable as ordinary income.

If the Owner of a Contract is a non-natural person (for example, a corporation, partnership, limited liability company or trust), the Owner must generally include in income any increase in the excess of the Annuity Account Value over the “investment in the Contract” (discussed below) during each taxable year. The rule generally does not apply, however, where the non-natural person is only the nominal Owner of a Contract and the beneficial Owner is a natural person.

This rule also does not apply where:

·   The annuity Contract is acquired by the estate of a decedent.

·   The Contract is a qualified funding asset for a structured settlement.

·   The Contract is an immediate annuity.

The following discussion generally applies to a Contract owned by a natural person.

Withdrawals

Partial withdrawals, including periodic withdrawals that are not part of an annuity payout, are generally treated as taxable income to the extent that the Annuity Account Value immediately before the withdrawal exceeds the “investment in the Contract” at that time. Full surrenders are treated as taxable income to the extent that the amount received exceeds the “investment in the Contract.” The taxable portion of any withdrawal is taxed at ordinary income tax rates.

Annuity Payouts

Although the tax consequences will vary depending on the annuity form elected under the Contract, in general, only the portion of the annuity payout that exceeds the exclusion amount will be taxed. The exclusion amount is generally determined by a formula that establishes the ratio of the “investment in the Contract” to the expected return under the Contract.  For fixed annuity payouts, in general there is no tax on the portion of each payout which represents the same ratio that the “investment in the Contract” allocated to the fixed

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annuity payouts bears to the total expected value of the annuity payouts for the term of the payouts (determined under Treasury Department regulations).  For variable annuity payouts, in general there is no tax on the portion of each payout which represents the same ratio that the “investment in the Contract” allocated to the variable annuity payouts bears to the number of payouts expected to be made (determined by Treasury Department regulations which take into account the Annuitant’s life expectancy and the form of annuity benefit selected).  However, the remainder of each annuity payout is taxable. Once the “investment in the Contract” has been fully recovered, the full amount of any additional annuity payouts is taxable.  If the annuity payments stop as a result of an Annuitant’s death before full recovery of the “investment in the Contract,” you should consult a competent tax advisor regarding the deductibility of the uncovered amount.

The taxable portion of any annuity payout is taxed at ordinary income tax rates.

Penalty Tax

There may be a federal income tax penalty imposed equal to 10% of the amount treated as taxable income. In general, however, there is no penalty tax on distributions:

·   Made on or after the date on which the Owner reaches age 59½.

·   Made as a result of death or disability of the Owner.

·   Received in substantially equal periodic payouts (at least annually) for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and the Beneficiary.

For more details regarding this penalty tax and other exemptions that may be applicable, consult a competent tax advisor.

Taxation of Death Benefit Proceeds

Amounts may be distributed from the Contract because of the death of an Owner or the Annuitant. Generally such amounts are included in the income of the recipient as follows:

·   If distributed in a lump sum, they are taxed in the same manner as a full withdrawal, as described above.

·   If distributed under an annuity form, they are taxed in the same manner as annuity payouts, as described above.

Distribution at Death

In order to be treated as an annuity contract, the terms of the Contract must provide the following two distribution rules:

·   If the Owner dies before the date annuity payouts start, the entire Annuity Account Value must generally be distributed within five years after the date of death. If payable to a designated Beneficiary, the distributions may be paid over the life of that designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, so long as payouts start within one year of the Owner's death. If the sole designated Beneficiary is the Owner's spouse, the Contract may be continued in the name of the spouse as Owner.

·   If the Owner dies on or after the date annuity payouts start, and before the entire interest in the Contract has been distributed, payments under the Contract must continue on the same or on a more rapid schedule than that provided for in the method in effect on the date of death.

If the Owner is not an individual, then for purposes of the distribution at death rules, the Primary Annuitant is considered the Owner. In addition, when the Owner is not an individual, a change in the Primary Annuitant is treated as the death of the Owner. The rules described under Distribution of Death Benefit are designed to meet these requirements.

Diversification of Investments

For a Non-Qualified Contract to be treated as an annuity for federal income tax purposes, the investments of the Sub-Accounts must be “adequately diversified” in accordance with Treasury Department Regulations. If the Series Account or a Sub-Account failed to comply with these diversification standards, a Non-Qualified Contract would not be treated as an annuity contract for federal income tax purposes and the Owner would generally be taxable currently on the excess of the Annuity Account Value over the “investment in the Contract.”

Although we may not control the investments of the Sub-Accounts or the Portfolios, we expect that the Sub-Accounts and the Portfolios will comply with such regulations so that the Sub-accounts will be considered “adequately diversified.” Owners bear the risk that the entire Non-Qualified Contract could be disqualified as an annuity under the Code due to the failure of the Series Account or a Sub-Account to be deemed to be adequately diversified.

Owner Control

In connection with its issuance of temporary and proposed regulations under Section 817(h) in 1986, the Treasury Department announced that those regulations did not “provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor (i.e., the Owner), rather than the insurance

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company to be treated as the owner of the assets in the account” (which would result in the current taxation of the income on those assets to the Owner).  In Revenue Ruling 2003-91, the IRS provided such guidance by describing the circumstances under which the owner of a variable contract will not possess sufficient control over the assets underlying the contract to be treated as the owner of those assets for federal income tax purposes. Rev. Rul. 2003-91 states that the determination of whether the owner of a variable contract is to be treated as the owner of the assets held by the insurance company under the contract will depend on all of the facts and circumstances. We do not believe that the ownership rights of an Owner under the Contract would result in any Owner being treated as the owner of the assets of the Contract under Rev. Rul. 2003-91. However, we do not know whether additional guidance will be provided by the IRS on this issue and what standards may be contained in such guidance. Therefore, we reserve the right to modify the Contract as necessary to attempt to prevent a Contract Owner from being considered the owner of a pro rata share of the assets of the Contract.

Transfers, Assignments or Exchanges

A transfer of ownership of a Contract, the designation of an Annuitant, Payee, or other Beneficiary who is not also the Owner, or the exchange of a Contract may result in adverse tax consequences that are not discussed in this Prospectus.

Multiple Contracts

All deferred, Non-Qualified Annuity Contracts that are issued by Great-West (or our affiliates) to the same Owner during any calendar year must be treated as a single annuity contract for purposes of determining the taxable amount.

Withholding

Distributions generally are subject to withholding at rates that vary according to the type of distribution and the recipient's tax status. Recipients, however, generally are provided the opportunity to elect not to have tax withheld from distributions.

Section 1035 Exchanges

Code Section 1035 provides that no gain or loss shall be recognized on the exchange of one annuity contract for another. Generally, an annuity contract issued in an exchange for another annuity contract is treated as new for purposes of the penalty and distribution at death rules.

If the initial Contribution is made as a result of an exchange or surrender of another annuity contract, we may require that you provide information relating to the federal income tax status of the previous annuity contract to us.

In March 2008, the IRS issued Rev. Proc. 2008-24, which addresses the income tax consequences of the direct transfer of a portion of the cash value of an annuity contract in exchange for the issuance of a second annuity contract. A direct transfer that satisfies the revenue procedure will be treated as a tax-free exchange under section 1035 of the Code if, for a period of at least twelve months from the date of the direct transfer, there are no distributions or surrenders from either annuity contract involved in the exchange. In addition, the tax-free status of the exchange may still be preserved despite a distribution or surrender from either contract if the contract owner can show that between the date of the direct transfer and the distribution or surrender, one of the conditions described under section 72(q)(2) of the Code that would exempt the distribution from the 10% early distribution penalty (such as turning age 59½, or becoming disabled; but not a series of substantially equal periodic payments or an immediate annuity) or “other similar life event” such as divorce or loss of employment occurred. Absent a showing of such an occurrence, Rev. Proc. 2008-24 concludes that the direct transfer would fail to qualify as a tax-free 1035 exchange, and the full amount transferred from the original contract would be treated as a taxable distribution, followed by the purchase of a new annuity contract. Rev. Proc. 2008-24 applies to direct transfers completed on or after June 30, 2008. Please discuss any tax consequences concerning any contemplated or completed transactions with a competent tax advisor.

Assignments or Pledges

Generally, rights in the Contract may be assigned or pledged as collateral for loans at any time during the life of the Annuitant.

If the Contract is assigned, the interest of the assignee has priority over your interest and the interest of the Beneficiary. Any amount payable to the assignee will be paid in a single sum.

A copy of any assignment must be submitted to Great-West. All assignments are subject to any action taken or payout made by Great-West before the assignment was processed. We are not responsible for the validity or sufficiency of any assignment.

If any portion of the Annuity Account Value is assigned or pledged as collateral for a loan, it may be treated as a distribution. Please consult a competent tax advisor for further information.

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Distribution of the Contracts

We offer the Contract on a continuous basis. We have entered into a distribution agreement with Charles Schwab & Co., Inc. (“Schwab”) and GWFS.  Contracts are sold in those states where the Contract may lawfully be sold by licensed insurance agents who are registered representatives of Schwab.  Schwab is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is a member of FINRA.  Schwab’s principal offices are located at 211 Main Street, San Francisco, California 94105.

GWFS is the principal underwriter and distributor of the Contracts and is a wholly-owned subsidiary of Great-West. GWFS is registered with the SEC as a broker/dealer under the Exchange Act and is a member of FINRA. Its principal offices are located at 8515 East Orchard Road, Greenwood Village, Colorado, 80111.

Great-West (or its affiliates, for purposes of this section only, collectively, "the Company") pays Schwab compensation for the promotion and sale of the Contract. Compensation paid to Schwab is not paid directly by the Owner or the Series Account. The Company intends to fund this compensation through fees and charges imposed under the Contract and payable to the Company, and from profits on payments received by the Company from Portfolios’ advisers or administrators for providing administrative, marketing, and other support and services to the Portfolios. See “Expenses of the Portfolios” on page 36 of this Prospectus. The Company pays a portion of these proceeds to Schwab for distribution services.

As compensation for distribution services and some Contract administrative services, the Company pays Schwab a fee based on an annual rate of average monthly Series Account and Fixed Account assets.  The Company also may pay a marketing allowance or allow other promotional incentives or payments to Schwab in the form of cash or other compensation, as mutually agreed upon by the Company and Schwab, to the extent permitted by FINRA rules and other applicable laws and regulations.  In the past, the portion of compensation relating to a marketing allowance and/or other promotional incentives or payments to Schwab has amounted to less than $25,000 per year. 

You should ask your Schwab representative for further information about what compensation he or she, or Schwab, may receive in connection with your purchase of a Contract.

Voting Rights

In general, you do not have a direct right to vote the Portfolio shares held in the Series Account. However, under current law, you are entitled to give us instructions on how to vote the shares. We will vote the shares according to those instructions at regular and special shareholder meetings. If the law changes and we can vote the shares in our own right, we may elect to do so.

Before the Annuity Commencement Date, you have the voting interest. The number of votes available to you will be calculated separately for each of your Sub-Accounts. That number will be determined by applying your percentage interest, if any, in a particular Sub-Account to the total number of votes attributable to that Sub-Account. You hold a voting interest in each Sub-Account to which your Annuity Account Value is allocated. If you select a variable annuity option, the votes attributable to your Contract will decrease as annuity payouts are made.

The number of votes of a Portfolio will be determined as of the date established by that Portfolio for determining shareholders eligible to vote at the meeting of the Portfolio. Voting instructions will be solicited by communication prior to such meeting in accordance with procedures established by the respective Portfolios.

If we do not receive timely instructions and Owners have no beneficial interest in shares held by us, we will vote according to the voting instructions as a proportion of all Contracts participating in the Sub-Account. If you indicate in your instructions that you do not wish to vote an item, we will apply your instructions on a pro rata basis to reduce the votes eligible to be cast.

Each person or entity having a voting interest in a Sub-Account will receive proxy material, reports, and other material relating to the appropriate Portfolio.

Please note, generally the Portfolios are not required to, and do not intend to, hold annual or other regular meetings of shareholders.

Contract Owners have no voting rights in Great-West.

Rights Reserved by Great-West

We reserve the right to make certain changes we believe would best serve the interests of Owners and Annuitants or would be appropriate in carrying out the purposes of the Contract. Any changes will be made only to the extent and in the manner permitted by applicable laws. Also, when required by law, we will obtain your approval of the changes and approval from any appropriate regulatory authority. Approval may not be required in all cases, however. Examples of the changes we may make include:

42

·   To operate the Series Account in any form permitted under the 1940 Act or in any other form permitted by law.

·   To Transfer any assets in any Sub-Account to another Sub-Account, or to one or more separate accounts; or to add, combine or remove Sub-Accounts of the Series Account.

·   To substitute, for the Portfolio shares in any Sub-Account, the shares of another Portfolio or shares of another investment company or any other investment permitted by law.

·   To make any changes required by the Code or by any other applicable law in order to continue treatment of the Contract as an annuity.

·   To change the time or time of day that a valuation date is deemed to have ended.

·   To make any other necessary technical changes in the Contract in order to conform with any action the above provisions permit us to take, including changing the way we assess charges, without increasing them for any outstanding Contract beyond the aggregate amount guaranteed.

Legal Proceedings

Currently, the Series Account is not a party to, and its assets are not subject to any material legal proceedings. Further, Great-West is not currently a party to, and its property is not currently subject to, any material legal proceedings. The lawsuits to which Great-West is a party are, in the opinion of management, in the ordinary course of business, and are not expected to have a material adverse effect on the financial results, conditions, or prospects of Great-West.

Legal Matters

Advice regarding certain legal matters concerning the federal securities laws applicable to the issue and sale of the Contract has been provided by Jorden Burt LLP.

Independent Registered Public Accounting Firm

The financial statements of each of the investment divisions of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company and the consolidated financial statements of Great-West Life & Annuity Insurance Company and subsidiaries included in this Prospectus and the related financial statement schedule included elsewhere in the Registration Statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the Registration Statement which report on the consolidated financial statements and financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries expresses  an unqualified opinion and includes an explanatory paragraph referring to the change in accounting for the recognition and presentation of other-than-temporary impairments for certain investments, as required by accounting guidance adopted on April 1, 2009, and both have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Available Information

You may request a free copy of the SAI. Please direct any oral, written, or electronic request for such documents to:

Annuity Service Center

P.O. Box 173920

Denver, CO 80217-3920

1-888-560-5938

The SEC maintains an Internet web site (http://www.sec.gov) that contains the SAI and other information filed electronically by Great-West concerning the Contract and the Series Account.

You also can review and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference room by calling the SEC at 1-800-SEC-0330.

The SAI contains more specific information relating to the Series Account and Great-West, such as:

·   general information;

·   information about Great-West Life & Annuity Insurance Company and the Variable Annuity-1 Series Account;

·   the calculation of annuity payouts;

·   postponement of payouts;

·   services;

·   withholding; and

·   financial statements.

43

APPENDIX A—Condensed Financial Information Selected Data for Accumulation Units Outstanding Throughout Each Period for the Periods Ended December 31
INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
AIM V.I. HIGH YIELD
Value at beginning of period	9.36	12.67	12.60	11.45	11.22	10.19	8.20	8.34	10.00
Value at end of period	14.20	9.36	12.67	12.60	11.45	11.22	10.19	8.20	8.34
Number of accumulation units outstanding at end of period	19,388	24,464	29,514	44,456	64,746	195,459	211,687	155,933	60,110
AIM V.I. INTERNATIONAL GROWTH
Value at beginning of period	7.50	12.67	11.11	10.00
Value at end of period	10.08	7.50	12.67	11.11
Number of accumulation units outstanding at end of period	419,853	324,263	358,055	90,866
AIM V.I. MID CAP CORE EQUITY
Value at beginning of period	10.00
Value at end of period	12.50
Number of accumulation units outstanding at end of period	12,694
AIM V.I. SMALL CAP EQUITY
Value at beginning of period	10.00
Value at end of period	12.21
Number of accumulation units outstanding at end of period	14,757
AIM V.I. TECHNOLOGY
Value at beginning of period	3.75	6.80	6.35	5.79	5.70	5.48	3.81	7.19	10.00
Value at end of period	5.86	3.75	6.80	6.35	5.79	5.70	5.48	3.81	7.19
Number of accumulation units outstanding at end of period	31,629	34,681	37,683	46,119	136,780	92,750	87,469	50,271	35,530
ALGER BALANCED
Value at beginning of period	8.81	13.00	11.64	11.19	10.39	10.00	8.45	9.70	10.00
Value at end of period	11.31	8.81	13.00	11.64	11.19	10.39	10.00	8.45	9.70
Number of accumulation units outstanding at end of period	39,469	53,266	67,736	83,844	99,107	110,809	109,440	53,444	10,478
ALGER LARGECAP GROWTH
Value at beginning of period	6.18	11.55	9.69	9.28	8.34	7.95	5.92	8.90
Value at end of period	9.06	6.18	11.55	9.69	9.28	8.34	7.95	5.92	10.00
Number of accumulation units outstanding at end of period	426,238	623,431	604,526	254,412	240,350	191,268	198,997	147,192	8.90

A-1

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
ALGER MIDCAP GROWTH
Value at beginning of period	8.71	21.06	16.11	14.72	13.49	12.01	10.00
Value at end of period	13.13	8.71	21.06	16.11	14.72	13.49	12.01
Number of accumulation units outstanding at end of period	197,293	246,849	267,747	142,638	133,009	89,777	64,304
ALLIANCEBERNSTEIN VPS GROWTH & INCOME
Value at beginning of period	7.93	13.44	12.87	11.04	10.60	9.57	7.27	9.39	10.00
Value at end of period	9.52	7.93	13.44	12.87	11.04	10.60	9.57	7.27	9.39
Number of accumulation units outstanding at end of period	362,704	511,761	575,180	521,544	546,779	480,706	326,171	240,038	98,944
ALLIANCEBERNSTEIN VPS GROWTH
Value at beginning of period	6.58	11.51	10.25	10.43	9.38	8.23	6.13	8.58	10.00
Value at end of period	8.71	6.58	11.51	10.25	10.43	9.38	8.23	6.13	8.58
Number of accumulation units outstanding at end of period	127,629	160,266	163,565	145,165	144,178	98,192	45,080	8,011	3,673
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH
Value at beginning of period	9.19	18.08	15.41	12.21	10.00
Value at end of period	12.74	9.19	18.08	15.41	12.21
Number of accumulation units outstanding at end of period	872,856	1,128,393	1,106,315	753,304	284,652
ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE
Value at beginning of period	5.52	11.87	11.29	10.00
Value at end of period	7.39	5.52	11.87	11.29
Number of accumulation units outstanding at end of period	945,682	1,032,153	985,118	536,762
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT
Value at beginning of period	16.99	26.60	31.21	23.31	21.01	15.59	11.27	11.05	10.00
Value at end of period	21.86	16.99	26.60	31.32	23.31	21.01	15.59	11.27	11.05
Number of accumulation units outstanding at end of period	293,746	293,191	303,381	380,707	340,144	352,239	232,851	218,785	48,102
ALLIANCEBERNSTEIN VPS SMALL/MIDCAP VALUE
Value at beginning of period	6.78	10.59	10.48	10.00
Value at end of period	9.62	6.78	10.59	10.48
Number of accumulation units outstanding at end of period	197,397	149,686	127,516	74,541

A-2

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
AMERICAN CENTURY VP BALANCED
Value at beginning of period	10.98	13.87	13.31	12.22	11.72	10.75	10.00
Value at end of period	12.60	10.98	13.87	13.31	12.22	11.72	10.75
Number of accumulation units outstanding at end of period	216,363	258,667	279,804	130,725	142,758	69,291	18,397
AMERICAN CENTURY VP INCOME & GROWTH
Value at beginning of period	8.44	12.99	13.08	11.25	10.82	9.64	7.50	9.36	10.00
Value at end of period	9.90	8.44	12.99	13.08	11.25	10.82	9.64	7.50	9.36
Number of accumulation units outstanding at end of period	251,676	258,194	297,967	324,260	356,076	243,033	108,794	35,723	3,158
AMERICAN CENTURY VP INTERNATIONAL
Value at beginning of period	8.31	15.16	12.92	10.40	9.25	8.10	6.55	8.27	10.00
Value at end of period	11.04	8.31	15.16	12.92	10.40	9.25	8.10	6.55	8.27
Number of accumulation units outstanding at end of period	164,161	197,635	244,293	309,359	454,100	245,812	189,050	111,688	76,030
AMERICAN CENTURY VP MID CAP VALUE
Value at beginning of period	10.00
Value at end of period	13.11
Number of accumulation units outstanding at end of period	30,948
AMERICAN CENTURY VP VALUE
Value at beginning of period	11.03	15.17	16.09	13.65	13.08	11.52	10.00
Value at end of period	13.14	11.03	15.17	16.09	13.65	13.08	11.52
Number of accumulation units outstanding at end of period	512,344	525,215	561,777	457,477	304,382	144,996	27,978
COLUMBIA VIT MARSICO 21ST CENTURY
Value at beginning of period	10.00
Value at end of period	13.32
Number of accumulation units outstanding at end of period	19,265
COLUMBIA VIT SMALL CAP VALUE
Value at beginning of period	10.00
Value at end of period	12.65
Number of accumulation units outstanding at end of period	29,881

A-3

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
DELAWARE VIP GROWTH OPPORTUNITIES
Value at beginning of period	8.42	14.25	12.70	12.02	10.00
Value at end of period	12.16	8.42	14.25	12.70	12.02
Number of accumulation units outstanding at end of period	55,507	30,071	32,435	21,480	1,520
DELAWARE VIP SMALL CAP VALUE
Value at beginning of period	13.85	19.88	21.43	18.57	17.08	14.15	10.03	10.71	10.00
Value at end of period	18.14	13.85	19.88	21.43	18.57	17.08	14.15	10.03	10.71
Number of accumulation units outstanding at end of period	408,022	442,953	505,999	536,386	502,117	394,682	249,520	173,852	58,778
DREYFUS IP MIDCAP STOCK
Value at beginning of period	9.18	15.51	15.38	14.37	13.24	11.64	10.00
Value at end of period	12.36	9.18	15.51	15.38	14.37	13.24	11.64
Number of accumulation units outstanding at end of period	75,247	96,891	77,463	67,381	66,741	27,877	12,740
DREYFUS VIF APPRECIATION
Value at beginning of period	9.17	13.11	12.31	10.64	10.26	10.00
Value at end of period	11.17	9.17	13.11	12.31	10.64	10.26
Number of accumulation units outstanding at end of period	120,677	112,535	72,993	50,967	12,987	1,164
DREYFUS VIF DEVELOPING LEADERS
Value at beginning of period	6.76	10.90	12.34	11.97	11.39	10.29	7.87	9.79	10.00
Value at end of period	8.47	6.76	10.90	12.34	11.97	11.39	10.29	7.87	9.79
Number of accumulation units outstanding at end of period	39,119	42,004	53,185	59,823	74,812	95,104	103,251	99,056	46,287
DREYFUS VIF GROWTH & INCOME
Value at beginning of period	6.93	11.70	10.86	9.54	9.29	8.70	6.92	9.33	10.00
Value at end of period	8.86	6.93	11.70	10.86	9.54	9.29	8.70	6.92	9.33
Number of accumulation units outstanding at end of period	47,531	52,300	63,319	89,397	95,759	67,786	68,659	49,093	10,283
DWS BLUE CHIP VIP
Value at beginning of period	8.10	13.25	12.89	11.22	10.00
Value at end of period	10.78	8.10	13.25	12.89	11.22
Number of accumulation units outstanding at end of period	268,132	336,841	355,527	230,375	5,353

A-4

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
DWS CAPITAL GROWTH VIP
Value at beginning of period	7.24	10.87	9.72	9.01	8.32	7.76	6.15	8.75	10.00
Value at end of period	9.12	7.24	10.87	9.72	9.01	8.32	7.76	6.15	8.75
Number of accumulation units outstanding at end of period	357,803	269,933	158,110	127,485	95,364	71,284	51,873	28,641	13,756
DWS DREMAN SMALL MID CAP VALUE VIP
Value at beginning of period	7.19	10.86	10.61	10.00
Value at end of period	9.26	7.19	10.86	10.61
Number of accumulation units outstanding at end of period	345,962	285,561	212,566	129,998
DWS HEALTH CARE VIP
Value at beginning of period	9.19	12.05	10.71	10.00
Value at end of period	11.16	9.19	12.05	10.71
Number of accumulation units outstanding at end of period	158,920	173,582	130,954	46,559
DWS LARGE CAP VALUE VIP
Value at beginning of period	8.54	13.51	12.02	10.48	10.00
Value at end of period	10.63	8.54	13.51	12.02	10.48
Number of accumulation units outstanding at end of period	333,870	292,439	123,301	34,057	8,634
DWS SMALL CAP GROWTH VIP
Value at beginning of period	4.86	9.69	9.19	8.78	8.26	7.49	5.67	8.57	10.00
Value at end of period	6.79	4.86	9.69	9.19	8.78	8.26	7.49	5.67	8.57
Number of accumulation units outstanding at end of period	27,377	34,774	38,655	47,398	72,322	49,295	49,656	16,037	12,369
DWS SMALL CAP INDEX VIP
Value at beginning of period	10.47	16.00	16.42	14.06	13.57	11.60	7.98	10.11	10.00
Value at end of period	13.17	10.47	16.00	16.42	14.06	13.57	11.60	7.98	10.11
Number of accumulation units outstanding at end of period	300,645	348,027	316,371	251,429	203,820	198,752	144,944	82,187	36,498
DWS STRATEGIC VALUE VIP
Value at beginning of period	6.67	12.43	12.74	10.80	10.00
Value at end of period	8.30	6.67	12.43	12.74	10.80
Number of accumulation units outstanding at end of period	165,860	421,035	438,186	377,407	47,366

A-5

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
Value at beginning of period	12.84	12.39	11.73	11.34	11.19	10.87	10.69	10.00
Value at end of period	13.42	12.84	12.39	11.73	11.34	11.19	10.87	10.69
Number of accumulation units outstanding at end of period	1,196,810	1,100,270	920,253	821,502	668,822	497,189	412,149	396,638
FEDERATED INTERNATIONAL EQUITY II
Value at beginning of period	6.73	12.49	11.47	9.71	8.96	7.91	6.03	7.86	10.00
Value at end of period	9.45	6.73	12.49	11.47	9.71	8.96	7.91	6.03	7.86
Number of accumulation units outstanding at end of period	32,538	53,318	74,232	111,713	112,499	121,960	69,817	14,363	2
FRANKLIN SMALL CAP VALUE SECURITIES
Value at beginning of period	6.58	9.89	10.20	10.00
Value at end of period	8.45	6.58	9.89	10.20
Number of accumulation units outstanding at end of period	119,721	63,234	46,600	17,025
JANUS ASPEN BALANCED INSTITUTIONAL SHARES
Value at beginning of period	12.29	14.70	13.38	12.17	11.34	10.52	10.00
Value at end of period	15.37	12.29	14.70	13.38	12.17	11.34	10.52
Number of accumulation units outstanding at end of period	287,441	326,669	457,592	410,633	118,970	43,902	4,320
JANUS ASPEN BALANCED SERVICE SHARES
Value at beginning of period	8.70	10.43	10.00
Value at end of period	10.86	8.70	10.43
Number of accumulation units outstanding at end of period	1,207,763	884,011	462,895
JANUS ASPEN FLEXIBLE BOND INSTITUTIONAL SHARES
Value at beginning of period	14.66	13.92	13.09	12.64	12.48	12.08	11.43	10.41	10.00
Value at end of period	16.49	14.66	13.92	13.09	12.64	12.48	12.08	11.43	10.41
Number of accumulation units outstanding at end of period	333,980	399,652	577,297	610,869	598,874	426,085	393,593	466,619	229,005

A-6

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
JANUS ASPEN FLEXIBLE BOND SERVICE SHARES
Value at beginning of period	10.96	10.43	10.00
Value at end of period	12.30	10.96	10.43
Number of accumulation units outstanding at end of period	1,224,310	728,938	449,917
JANUS ASPEN GROWTH & INCOME INSTITUTIONAL SHARES
Value at beginning of period	5.84	9.99	9.24	8.61	7.72	6.94	5.53	8.38	10.00
Value at end of period	8.08	5.84	9.99	9.24	8.61	7.72	6.94	5.53	8.38
Number of accumulation units outstanding at end of period	347,762	457,014	723,753	938,104	501,067	119,647	42,844	23,980	14,808
JANUS ASPEN GROWTH & INCOME SERVICE SHARES
Value at beginning of period	5.97	10.23	10.00
Value at end of period	8.23	5.97	10.23
Number of accumulation units outstanding at end of period	523,505	518,250	285,568
JANUS ASPEN WORLDWIDE
Value at beginning of period	5.94	10.81	9.93	8.45	8.04	7.72	6.27	8.47	10.00
Value at end of period	8.13	5.94	10.81	9.93	8.45	8.04	7.72	6.27	8.47
Number of accumulation units outstanding at end of period	42,694	46,232	50,735	95,133	99,045	105,638	175,709	120,211	99,987
JPMORGAN INSURANCE TRUST SMALL CAP CORE
Value at beginning of period	9.67	14.32	15.28	13.37	13.01	10.30	7.62	9.79	10.00
Value at end of period	11.78	9.67	14.32	15.28	13.37	13.01	10.30	7.62	9.79
Number of accumulation units outstanding at end of period	41,188	52,666	76,599	116,376	110,664	121,181	158,324	75,297	73,404
LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES
Value at beginning of period	10.00
Value at end of period	14.66
Number of accumulation units outstanding at end of period	122,785

A-7

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
LVIP BARON GROWTH OPPORTUNITIES
Value at beginning of period	10.69	17.67	17.20	14.99	14.59	11.69	10.00
Value at end of period	14.69	10.69	17.67	17.20	14.99	14.59	11.69
Number of accumulation units outstanding at end of period	352,957	363,927	369,577	292,654	262,841	182,068	17,381
MFS INTERNATIONAL VALUE
Value at beginning of period	10.00
Value at end of period	13.12
Number of accumulation units outstanding at end of period	61,347
MFS UTILITIES
Value at beginning of period	6.32	10.00
Value at end of period	8.35	6.32
Number of accumulation units outstanding at end of period	92,858	35,422
NEUBERGER BERMAN AMT REGENCY
Value at beginning of period	5.62	10.47	10.22	10.00
Value at end of period	8.16	5.62	10.47	10.22
Number of accumulation units outstanding at end of period	24,785	63,969	43,755	26,542
NVIT MID CAP INDEX
Value at beginning of period	11.12	17.66	16.55	15.18	13.66	11.90	10.00
Value at end of period	15.08	11.12	17.66	16.55	15.18	13.66	11.90
Number of accumulation units outstanding at end of period	285,152	349,218	322,355	278,447	258,942	160,964	51,182
OPPENHEIMER GLOBAL SECURITIES VA
Value at beginning of period	10.28	17.30	16.38	14.01	12.34	10.42	7.33	9.48	10.00
Value at end of period	14.28	10.28	17.30	16.38	14.01	12.34	10.42	7.33	9.48
Number of accumulation units outstanding at end of period	704,941	736,025	899,043	814,352	721,098	456,727	207,129	101,358	28,571
OPPENHEIMER INTERNATIONAL GROWTH VA
Value at beginning of period	9.78	17.16	15.34	11.80	10.00
Value at end of period	13.53	9.78	17.16	15.34	11.80
Number of accumulation units outstanding at end of period	505,646	474,279	518,247	380,588	104,291

A-8

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
PIMCO VIT HIGH YIELD
Value at beginning of period	12.64	16.63	16.16	14.92	14.42	13.25	10.85	10.00
Value at end of period	17.61	12.64	16.63	16.16	14.92	14.42	13.25	10.85
Number of accumulation units outstanding at end of period	773,997	664,816	791,747	543,303	364,562	313,009	235,769	18,423
PIMCO VIT LOW DURATION
Value at beginning of period	10.99	11.11	10.41	10.08	10.04	9.93	10.00
Value at end of period	12.37	10.99	11.11	10.41	10.08	10.04	9.93
Number of accumulation units outstanding at end of period	2,251,853	1,953,457	1,774,132	1,403,417	1,225,999	757,116	287,572
PIMCO VIT TOTAL RETURN
Value at beginning of period	11.69	11.23	10.39	10.08	10.00
Value at end of period	13.25	11.69	11.23	10.39	10.08
Number of accumulation units outstanding at end of period	4,590,940	4,137,479	3,213,388	2,268,757	300,771
PIONEER EMERGING MARKETS VCT
Value at beginning of period	4.43	10.00
Value at end of period	7.65	4.43
Number of accumulation units outstanding at end of period	300,623	79,046
PIONEER FUND VCT
Value at beginning of period	7.68	11.76	11.27	9.73	9.22	8.62	6.95	9.45	10.00
Value at end of period	9.55	7.68	11.76	11.27	9.73	9.22	8.62	6.95	9.45
Number of accumulation units outstanding at end of period	157,122	215,585	135,937	74,298	63,128	29,900	20,595	4,202	429
PIONEER GROWTH OPPORTUNITIES VCT
Value at beginning of period	5.97	9.31	9.75	10.00
Value at end of period	8.57	5.97	9.31	9.75
Number of accumulation units outstanding at end of period	55,994	30,155	25,830	24,255
PIONEER MID CAP VALUE VCT
Value at beginning of period	7.33	11.14	10.64	10.00
Value at end of period	9.12	7.33	11.14	10.64
Number of accumulation units outstanding at end of period	112,839	77,853	74,959	11,428

A-9

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
PRUDENTIAL SERIES EQUITY
Value at beginning of period	10.00
Value at end of period	13.21
Number of accumulation units outstanding at end of period	-
PRUDENTIAL SERIES NATURAL RESOURCES
Value at beginning of period	10.00
Value at end of period	14.39
Number of accumulation units outstanding at end of period	56,818
ROYCE CAPITAL FUND SMALL-CAP
Value at beginning of period	10.00
Value at end of period	13.11
Number of accumulation units outstanding at end of period	56,559
SCHWAB MARKETTRACK GROWTH
Value at beginning of period	9.56	14.02	13.35	11.69	11.12	10.03	7.95	9.47	10.00
Value at end of period	11.78	9.56	14.02	13.35	11.69	11.12	10.03	7.95	9.47
Number of accumulation units outstanding at end of period	853,815	851,786	828,014	553,378	285,063	213,302	169,578	89,844	64,405
SCHWAB MONEY MARKET
Value at beginning of period	11.48	11.32	10.88	10.47	10.25	10.23	10.22	10.15	10.00
Value at end of period	11.42	11.48	11.32	10.88	10.47	10.25	10.23	10.22	10.15
Number of accumulation units outstanding at end of period	4,998,624	8,949,505	6,276,882	4,276,333	2,708,383	2,130,238	2,208,675	3,373,801	1,500,043
SCHWAB S&P 500 INDEX
Value at beginning of period	7.84	12.44	11.89	10.35	9.95	9.06	7.11	9.23	10.00
Value at end of period	9.83	7.84	12.44	11.89	10.35	9.95	9.06	7.11	9.23
Number of accumulation units outstanding at end of period	3,858,136	3,857,936	3,348,543	2,814,209	2,315,440	2,177,686	1,389,111	769,309	428,098
SELIGMAN COMMUNICATIONS & INFORMATION
Value at beginning of period	7.68	12.15	10.62	10.00
Value at end of period	12.16	7.68	12.15	10.62
Number of accumulation units outstanding at end of period	150,739	74,712	112,501	50,082

A-10

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
SENTINEL VARIABLE PRODUCTS BOND
Value at beginning of period	10.00
Value at end of period	10.59
Number of accumulation units outstanding at end of period	68,614
SENTINEL VARIABLE PRODUCTS COMMON STOCK
Value at beginning of period	10.00
Value at end of period	12.64
Number of accumulation units outstanding at end of period	17,909
SENTINEL VARIABLE PRODUCTS SMALL COMPANY
Value at beginning of period	10.00
Value at end of period	12.63
Number of accumulation units outstanding at end of period	11,161
THIRD AVENUE VALUE
Value at beginning of period	5.47	9.77	10.33	10.00
Value at end of period	7.89	5.47	9.77	10.33
Number of accumulation units outstanding at end of period	791,857	1,004,049	867,622	453,625
TOUCHSTONE MID CAP GROWTH
Value at beginning of period	10.00
Value at end of period	13.14
Number of accumulation units outstanding at end of period	50,864
VAN ECK INSURANCE TRUST WORLDWIDE HARD ASSETS
Value at beginning of period	10.00
Value at end of period	13.51
Number of accumulation units outstanding at end of period	90,702
VAN ECK INSURANCE TRUST WORLDWIDE BOND
Value at beginning of period	10.00
Value at end of period	10.90
Number of accumulation units outstanding at end of period	87,084

A-11

INVESTMENT DIVISION (0.65)	2009	2008	2007	2006	2005	2004	2003	2002	2001
VAN KAMPEN LIT COMSTOCK
Value at beginning of period	7.63	11.95	12.27	10.62	10.00
Value at end of period	9.77	7.63	11.95	12.27	10.62
Number of accumulation units outstanding at end of period	125,711	118,667	117,816	107,806	19,969
VAN KAMPEN LIT GROWTH & INCOME
Value at beginning of period	8.78	13.01	12.74	11.03	10.00
Value at end of period	10.85	8.78	13.01	12.74	11.03
Number of accumulation units outstanding at end of period	494,825	534,448	357,681	266,330	49,549
WELLS FARGO ADVANTAGE VT DISCOVERY
Value at beginning of period	6.56	11.86	9.76	8.57	7.87	6.65	4.98	8.03	10.00
Value at end of period	9.14	6.56	11.86	9.76	8.57	7.87	6.65	4.98	8.03
Number of accumulation units outstanding at end of period	182,421	208,456	240,879	142,197	103,024	87,046	92,408	77,343	27,603
WELLS FARGO ADVANTAGE VT OPPORTUNITY
Value at beginning of period	8.32	13.99	13.20	11.84	11.05	9.41	6.91	9.50	10.00
Value at end of period	12.22	8.32	13.99	13.20	11.84	11.05	9.41	6.91	9.50
Number of accumulation units outstanding at end of period	170,046	154,365	150,979	126,802	140,863	153,430	174,504	167,207	113,694

A-12

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
AIM V.I. INTERNATIONAL GROWTH
Value at beginning of period	7.49	12.66	11.11	10.00
Value at end of period	10.06	7.49	12.66	11.11
Number of accumulation units outstanding at end of period	29,914	26,078	37,408	51,223
AIM V.I. HIGH YIELD
Value at beginning of period	9.32	12.63	12.56	11.43	11.20	10.17	8.19	8.36	10.00
Value at end of period	14.14	9.32	12.63	12.56	11.43	11.20	10.17	8.19	8.36
Number of accumulation units outstanding at end of period	12,668	20,313	23,264	28,326	57,847	74,732	96,851	61,147	35,883
AIM V.I. MID CAP CORE EQUITY
Value at beginning of period	10.00
Value at end of period	12.50
Number of accumulation units outstanding at end of period	519
AIM V.I. SMALL CAP EQUITY
Value at beginning of period	10.00
Value at end of period	12.21
Number of accumulation units outstanding at end of period	61
AIM V.I. TECHNOLOGY
Value at beginning of period	3.73	6.78	6.34	5.78	5.69	5.48	3.79	7.19	10.00
Value at end of period	5.84	3.73	6.78	6.34	5.78	5.69	5.48	3.79	7.19
Number of accumulation units outstanding at end of period	20,644	34,795	43,714	59,520	72,161	126,127	130,598	17,597	8,092
ALGER BALANCED
Value at beginning of period	8.78	12.95	11.61	11.16	10.37	9.98	8.45	9.70	10.00
Value at end of period	11.27	8.78	12.95	11.61	11.16	10.37	9.98	8.45	9.70
Number of accumulation units outstanding at end of period	53,045	72,980	83,851	100,959	207,288	269,868	307,918	169,538	44,719
ALGER LARGECAP GROWTH
Value at beginning of period	6.16	11.51	9.67	9.26	8.32	7.94	5.92	8.89	10.00
Value at end of period	9.02	6.16	11.51	9.67	9.26	8.32	7.94	5.92	8.89
Number of accumulation units outstanding at end of period	142,949	158,263	208,329	194,217	219,926	252,765	263,150	137,994	53,244

A-13

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
ALGER MIDCAP GROWTH
Value at beginning of period	8.69	21.01	16.08	14.71	13.48	12.01	10.00
Value at end of period	13.09	8.69	21.01	16.08	14.71	13.48	12.01
Number of accumulation units outstanding at end of period	55,888	43,857	77,107	64,232	63,719	56,300	70,403
ALLIANCEBERNSTEIN VPS GROWTH & INCOME
Value at beginning of period	7.90	13.39	12.83	11.02	10.58	9.56	7.26	9.38	10.00
Value at end of period	9.48	7.90	13.39	12.83	11.02	10.58	9.56	7.26	9.38
Number of accumulation units outstanding at end of period	181,819	247,617	311,858	331,146	407,125	484,141	439,663	215,640	74,454
ALLIANCEBERNSTEIN VPS GROWTH
Value at beginning of period	6.55	11.47	10.22	10.40	9.36	8.21	6.12	8.58	10.00
Value at end of period	8.67	6.55	11.47	10.22	10.40	9.36	8.21	6.12	8.58
Number of accumulation units outstanding at end of period	49,016	57,966	124,518	113,566	140,601	127,537	71,698	33,931	11,322
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH
Value at beginning of period	9.17	18.06	15.39	12.20	10.00
Value at end of period	12.71	9.17	18.06	15.39	12.20
Number of accumulation units outstanding at end of period	168,992	177,796	193,982	164,349	104,810
ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE
Value at beginning of period	5.52	11.86	11.29	10.00
Value at end of period	7.38	5.52	11.86	11.29
Number of accumulation units outstanding at end of period	100,705	138,707	162,291	141,998
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT
Value at beginning of period	16.93	26.51	31.23	23.26	20.97	15.57	11.26	11.05	10.00
Value at end of period	21.76	16.93	26.51	31.23	23.26	20.97	15.57	11.26	11.05
Number of accumulation units outstanding at end of period	93,854	77,008	92,149	168,132	179,859	215,232	244,925	111,891	16,327

A-14

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
ALLIANCEBERNSTEIN VPS SMALL/MIDCAP VALUE
Value at beginning of period	6.77	10.58	10.48	10.00
Value at end of period	9.61	6.77	10.58	10.48
Number of accumulation units outstanding at end of period	51,029	22,426	27,361	23,137
AMERICAN CENTURY VP BALANCED
Value at beginning of period	10.95	13.84	13.28	12.20	11.71	10.74	10.00
Value at end of period	12.56	10.95	13.84	13.28	12.20	11.71	10.74
Number of accumulation units outstanding at end of period	29,260	29,848	37,751	38,504	59,183	36,909	17,320
AMERICAN CENTURY VP INCOME & GROWTH
Value at beginning of period	8.41	12.95	13.04	11.22	10.80	9.62	7.49	9.36	10.00
Value at end of period	9.86	8.41	12.95	13.04	11.22	10.80	9.62	7.49	9.36
Number of accumulation units outstanding at end of period	53,839	67,593	74,358	85,597	103,139	135,993	140,734	46,045	5,696
AMERICAN CENTURY VP INTERNATIONAL
Value at beginning of period	8.28	15.11	12.88	10.38	9.23	8.09	6.54	8.27	10.00
Value at end of period	10.99	8.28	15.11	12.88	10.38	9.23	8.09	6.54	8.27
Number of accumulation units outstanding at end of period	94,834	110,077	148,770	180,737	231,955	209,195	191,289	84,012	27,288
AMERICAN CENTURY VP MID CAP VALUE
Value at beginning of period	10.00
Value at end of period	13.11
Number of accumulation units outstanding at end of period	1,848
AMERICAN CENTURY VP VALUE
Value at beginning of period	11.00	15.13	16.07	13.64	13.07	11.51	10.00
Value at end of period	13.10	11.00	15.13	16.07	13.64	13.07	11.51
Number of accumulation units outstanding at end of period	65,733	103,298	106,549	105,848	94,288	79,721	73,547
COLUMBIA VIT MARSICO 21ST CENTURY
Value at beginning of period	10.00
Value at end of period	13.31
Number of accumulation units outstanding at end of period	4,748

A-15

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
COLUMBIA VIT SMALL CAP VALUE
Value at beginning of period	10.00
Value at end of period	12.64
Number of accumulation units outstanding at end of period	-
DELAWARE VIP GROWTH OPPORTUNITIES
Value at beginning of period	8.40	14.23	12.69	12.02	10.00
Value at end of period	12.13	8.40	14.23	12.69	12.02
Number of accumulation units outstanding at end of period	9,475	2,268	2,268	1,011	1,401
DELAWARE VIP SMALL CAP VALUE
Value at beginning of period	13.80	19.82	21.37	18.53	17.05	14.13	10.02	10.70	10.00
Value at end of period	18.07	13.80	19.82	21.37	18.53	17.05	14.13	10.02	10.70
Number of accumulation units outstanding at end of period	159,879	175,862	228,361	342,600	385,943	444,074	470,103	247,190	28,758
DREYFUS IP MIDCAP STOCK
Value at beginning of period	9.15	15.47	15.35	14.35	13.23	11.64	10.00
Value at end of period	12.32	9.15	15.47	15.35	14.35	13.23	11.64
Number of accumulation units outstanding at end of period	2,894	10,267	28,840	30,338	43,054	34,564	8,868
DREYFUS VIF APPRECIATION
Value at beginning of period	9.15	13.09	12.30	10.63	10.26	10.00
Value at end of period	11.14	9.15	13.09	12.30	10.63	10.26
Number of accumulation units outstanding at end of period	18,129	23,599	14,505	7,914	262	-
DREYFUS VIF DEVELOPING LEADERS
Value at beginning of period	6.72	10.85	12.28	11.92	11.34	10.26	7.85	9.77	10.00
Value at end of period	8.41	6.72	10.85	12.28	11.92	11.34	10.26	7.85	9.77
Number of accumulation units outstanding at end of period	29,314	38,643	41,470	58,911	85,467	106,621	118,045	91,862	33,176
DREYFUS VIF GROWTH & INCOME
Value at beginning of period	6.90	11.66	10.83	9.52	9.28	8.69	6.92	9.33	10.00
Value at end of period	8.82	6.90	11.66	10.83	9.52	9.28	8.69	6.92	9.33
Number of accumulation units outstanding at end of period	33,210	41,561	43,439	44,891	49,137	74,215	69,730	52,219	19,175

A-16

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
DWS BLUE CHIP VIP
Value at beginning of period	8.08	13.23	12.88	11.21	10.00
Value at end of period	10.75	8.08	13.23	12.88	11.21
Number of accumulation units outstanding at end of period	11,776	19,207	22,283	12,653	2,796
DWS CAPITAL GROWTH VIP
Value at beginning of period	7.21	10.83	9.69	8.99	8.31	7.75	6.15	8.74	10.00
Value at end of period	9.08	7.21	10.83	9.69	8.99	8.31	7.75	6.15	8.74
Number of accumulation units outstanding at end of period	54,586	62,234	47,863	45,796	64,108	71,626	51,458	30,590	7,975
DWS DREMAN SMALL MID CAP VALUE VIP
Value at beginning of period	7.18	10.85	10.61	10.00
Value at end of period	9.24	7.18	10.85	10.61
Number of accumulation units outstanding at end of period	28,689	20,141	9,840	10,825
DWS HEALTH CARE VIP
Value at beginning of period	9.18	12.04	10.71	10.00
Value at end of period	11.14	9.18	12.04	10.71
Number of accumulation units outstanding at end of period	7,756	29,859	17,785	4,275
DWS LARGE CAP VALUE VIP
Value at beginning of period	8.52	13.49	12.01	10.48	10.00
Value at end of period	10.61	8.52	13.49	12.01	10.48
Number of accumulation units outstanding at end of period	20,355	17,898	36,878	31,756	43,396
DWS SMALL CAP GROWTH VIP
Value at beginning of period	4.84	9.66	9.16	8.76	8.24	7.47	5.66	8.57	10.00
Value at end of period	6.76	4.84	9.66	9.16	8.76	8.24	7.47	5.66	8.57
Number of accumulation units outstanding at end of period	24,853	30,657	39,935	62,794	119,327	138,251	151,738	33,680	6,754
DWS SMALL CAP INDEX VIP
Value at beginning of period	10.43	15.94	16.37	14.03	13.55	11.59	7.97	10.11	10.00
Value at end of period	13.11	10.43	15.94	16.37	14.03	13.55	11.59	7.97	10.11
Number of accumulation units outstanding at end of period	85,884	83,527	100,858	117,123	166,915	219,967	230,948	100,826	41,813

A-17

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
DWS STRATEGIC VALUE VIP
Value at beginning of period	6.66	12.41	12.73	10.80	10.00
Value at end of period	8.28	6.66	12.41	12.73	10.80
Number of accumulation units outstanding at end of period	13,444	16,261	29,873	40,224	13,263
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
Value at beginning of period	12.79	12.35	11.71	11.32	11.17	10.86	10.68	10.00
Value at end of period	13.37	12.79	12.35	11.71	11.32	11.17	10.86	10.68
Number of accumulation units outstanding at end of period	509,550	568,360	470,898	550,162	717,207	785,115	980,160	876,353
FEDERATED INTERNATIONAL EQUITY II
Value at beginning of period	6.70	12.44	11.44	9.70	8.95	7.91	6.03	7.86	10.00
Value at end of period	9.41	6.70	12.44	11.44	9.70	8.95	7.91	6.03	7.86
Number of accumulation units outstanding at end of period	15,285	19,060	23,814	38,941	69,026	103,509	67,829	30,044	1,778
FRANKLIN SMALL CAP VALUE SECURITIES
Value at beginning of period	6.57	9.88	10.20	10.00
Value at end of period	8.43	6.57	9.88	10.20
Number of accumulation units outstanding at end of period	22,467	2,859	2,052	2,052
JANUS ASPEN BALANCED INSTITUTIONAL SHARES
Value at beginning of period	12.26	14.67	13.36	12.15	11.34	10.52	10.00
Value at end of period	15.32	12.26	14.67	13.36	12.15	11.34	10.52
Number of accumulation units outstanding at end of period	76,780	78,149	105,621	123,056	97,347	50,893	13,603
JANUS ASPEN BALANCED SERVICE SHARES
Value at beginning of period	8.69	10.43	10.00
Value at end of period	10.84	8.69	10.43
Number of accumulation units outstanding at end of period	215,381	186,071	16,752
JANUS ASPEN FLEXIBLE BOND INSTITUTIONAL SHARES
Value at beginning of period	14.61	13.87	13.05	12.61	12.45	12.06	11.42	10.41	10.00
Value at end of period	16.42	14.61	13.87	13.05	12.61	12.45	12.06	11.42	10.41
Number of accumulation units outstanding at end of period	296,341	349,074	459,676	546,980	664,139	776,977	875,374	645,422	276,547

A-18

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
JANUS ASPEN FLEXIBLE BOND SERVICE SHARES
Value at beginning of period	10.95	10.43	10.00
Value at end of period	12.28	10.95	10.43
Number of accumulation units outstanding at end of period	163,034	85,020	34,941
JANUS ASPEN GROWTH & INCOME INSTITUTIONAL SHARES
Value at beginning of period	5.82	9.96	9.23	8.60	7.71	6.93	5.53	8.39	10.00
Value at end of period	8.05	5.82	9.96	9.23	8.60	7.71	6.93	5.53	8.39
Number of accumulation units outstanding at end of period	114,128	130,670	204,627	249,561	275,819	169,398	74,803	18,670	8,729
JANUS ASPEN GROWTH & INCOME SERVICE SHARES
Value at beginning of period	5.96	10.22	10.00
Value at end of period	8.22	5.96	10.22
Number of accumulation units outstanding at end of period	54,286	35,070	31,613
JANUS ASPEN WORLDWIDE
Value at beginning of period	5.92	10.77	9.90	8.43	8.02	7.71	6.26	8.46	10.00
Value at end of period	8.10	5.92	10.77	9.90	8.43	8.02	7.71	6.26	8.46
Number of accumulation units outstanding at end of period	18,043	19,109	26,966	27,627	52,221	99,865	127,448	151,128	60,207
JPMORGAN INSURANCE TRUST SMALL CAP CORE
Value at beginning of period	9.64	14.27	15.23	13.34	12.99	10.28	7.62	9.79	10.00
Value at end of period	11.73	9.64	14.27	15.23	13.34	12.99	10.28	7.62	9.79
Number of accumulation units outstanding at end of period	21,742	21,829	35,350	39,502	58,343	90,110	233,971	93,967	64,994
LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES
Value at beginning of period	10.00
Value at end of period	14.66
Number of accumulation units outstanding at end of period	13,987
LVIP BARON GROWTH OPPORTUNITIES
Value at beginning of period	10.66	17.64	17.17	14.97	14.58	11.69	10.00
Value at end of period	14.64	10.66	17.64	17.17	14.97	14.58	11.69
Number of accumulation units outstanding at end of period	51,788	48,128	76,720	58,943	75,222	88,845	20,363

A-19

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
MFS INTERNATIONAL VALUE
Value at beginning of period	10.00
Value at end of period	13.12
Number of accumulation units outstanding at end of period	1,581
MFS UTILITIES
Value at beginning of period	6.32	10.00
Value at end of period	8.34	6.32
Number of accumulation units outstanding at end of period	20,952	10,673
NEUBERGER BERMAN AMT REGENCY
Value at beginning of period	5.61	10.46	10.22	10.00
Value at end of period	8.15	5.61	10.46	10.22
Number of accumulation units outstanding at end of period	1,141	1,523	7,294	9,345
NVIT MID CAP INDEX
Value at beginning of period	11.09	17.62	16.53	15.17	13.65	11.90	10.00
Value at end of period	15.03	11.09	17.62	16.53	15.17	13.65	11.90
Number of accumulation units outstanding at end of period	35,812	42,090	45,361	49,308	70,632	56,042	27,260
OPPENHEIMER GLOBAL SECURITIES VA
Value at beginning of period	10.24	17.25	16.34	13.98	12.31	10.41	7.33	9.48	10.00
Value at end of period	14.22	10.24	17.25	16.34	13.98	12.31	10.41	7.33	9.48
Number of accumulation units outstanding at end of period	220,118	282,379	341,251	397,451	453,951	430,326	424,864	250,415	31,709
OPPENHEIMER INTERNATIONAL GROWTH VA
Value at beginning of period	9.76	17.14	15.32	11.80	10.00
Value at end of period	13.50	9.76	17.14	15.32	11.80
Number of accumulation units outstanding at end of period	40,434	32,609	102,670	57,487	31,108
PIMCO VIT HIGH YIELD
Value at beginning of period	12.60	16.58	16.13	14.90	14.41	13.25	10.85	10.00
Value at end of period	17.55	12.60	16.58	16.13	14.90	14.41	13.25	10.85
Number of accumulation units outstanding at end of period	117,989	106,436	140,350	217,913	211,290	231,784	272,765	8,425

A-20

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
PIMCO VIT LOW DURATION
Value at beginning of period	10.96	11.08	10.39	10.07	10.04	9.92	10.00
Value at end of period	12.33	10.96	11.08	10.39	10.07	10.04	9.92
Number of accumulation units outstanding at end of period	323,504	232,695	295,140	357,766	342,222	382,875	275,928
PIMCO VIT TOTAL RETURN
Value at beginning of period	11.67	11.22	10.39	10.08	10.00
Value at end of period	13.22	11.67	11.22	10.39	10.08
Number of accumulation units outstanding at end of period	513,699	335,930	197,447	288,330	52,119
PIONEER EMERGING MARKETS VCT
Value at beginning of period	4.43	10.00
Value at end of period	7.65	4.43
Number of accumulation units outstanding at end of period	91,023	5,513
PIONEER FUND VCT
Value at beginning of period	7.66	11.73	11.25	9.71	9.21	8.61	6.95	9.45	10.00
Value at end of period	9.52	7.66	11.73	11.25	9.71	9.21	8.61	6.95	9.45
Number of accumulation units outstanding at end of period	13,095	23,841	13,316	24,425	17,322	47,138	43,763	31,022	7,912
PIONEER GROWTH OPPORTUNITIES VCT
Value at beginning of period	5.96	9.30	9.74	10.00
Value at end of period	8.55	5.96	9.30	9.74
Number of accumulation units outstanding at end of period	25,599	3,740	-	556
PIONEER MID CAP VALUE VCT
Value at beginning of period	7.32	11.13	10.64	10.00
Value at end of period	9.10	7.32	11.13	10.64
Number of accumulation units outstanding at end of period	22,844	17,254	12,356	954
PRUDENTIAL SERIES EQUITY
Value at beginning of period	10.00
Value at end of period	13.20
Number of accumulation units outstanding at end of period	349

A-21

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
PRUDENTIAL SERIES NATURAL RESOURCES
Value at beginning of period	10.00
Value at end of period	14.39
Number of accumulation units outstanding at end of period	4,498
ROYCE CAPITAL FUND SMALL-CAP
Value at beginning of period	10.00
Value at end of period	13.11
Number of accumulation units outstanding at end of period	5,078
SCHWAB MARKETTRACK GROWTH
Value at beginning of period	9.52	13.97	13.32	11.66	11.10	10.02	7.95	9.46	10.00
Value at end of period	11.73	9.52	13.97	13.32	11.66	11.10	10.02	7.95	9.46
Number of accumulation units outstanding at end of period	202,385	212,923	306,788	330,671	329,362	322,534	294,687	166,245	36,799
SCHWAB MONEY MARKET
Value at beginning of period	11.44	11.28	10.85	10.44	10.24	10.21	10.21	10.15	10.00
Value at end of period	11.37	11.44	11.28	10.85	10.44	10.24	10.21	10.21	10.15
Number of accumulation units outstanding at end of period	915,644	1,614,712	1,494,262	1,069,635	1,358,385	1,243,345	2,023,463	3,429,753	776,903
SCHWAB S&P 500 INDEX
Value at beginning of period	7.81	12.40	11.86	10.33	9.93	9.05	7.10	9.22	10.00
Value at end of period	9.79	7.81	12.40	11.86	10.33	9.93	9.05	7.10	9.22
Number of accumulation units outstanding at end of period	823,134	807,769	979,562	1,128,811	1,230,531	1,488,478	1,506,724	748,969	187,288
SELIGMAN COMMUNICATIONS & INFORMATION
Value at beginning of period	7.67	12.14	10.62	10.00
Value at end of period	12.14	7.67	12.14	10.62
Number of accumulation units outstanding at end of period	28,860	19,935	14,568	7,482
SENTINEL VARIABLE PRODUCTS BOND
Value at beginning of period	10.00
Value at end of period	10.59
Number of accumulation units outstanding at end of period	-

A-22

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
SENTINEL VARIABLE PRODUCTS COMMON STOCK
Value at beginning of period	10.00
Value at end of period	12.64
Number of accumulation units outstanding at end of period	-
SENTINEL VARIABLE PRODUCTS SMALL COMPANY
Value at beginning of period	10.00
Value at end of period	12.63
Number of accumulation units outstanding at end of period	-
THIRD AVENUE VALUE
Value at beginning of period	5.46	9.76	10.32	10.00
Value at end of period	7.88	5.46	9.76	10.32
Number of accumulation units outstanding at end of period	31,506	57,125	51,529	44,929
TOUCHSTONE MID CAP GROWTH
Value at beginning of period	10.00
Value at end of period	13.14
Number of accumulation units outstanding at end of period	813
VAN ECK INSURANCE TRUST WORLDWIDE HARD ASSETS
Value at beginning of period	10.00
Value at end of period	13.51
Number of accumulation units outstanding at end of period	10,269
VAN ECK INSURANCE TRUST WORLDWIDE BOND
Value at beginning of period	10.00
Value at end of period	10.90
Number of accumulation units outstanding at end of period	7,194
VAN KAMPEN LIT COMSTOCK
Value at beginning of period	7.62	11.93	12.26	10.62	10.00
Value at end of period	9.75	7.62	11.93	12.26	10.62
Number of accumulation units outstanding at end of period	7,897	12,582	13,556	12,806	9,871

A-23

INVESTMENT DIVISION (0.70)	2009	2008	2007	2006	2005	2004	2003	2002	2001
VAN KAMPEN LIT GROWTH & INCOME
Value at beginning of period	8.77	12.99	12.72	11.02	10.00
Value at end of period	10.83	8.77	12.99	12.72	11.02
Number of accumulation units outstanding at end of period	49,717	27,969	24,285	21,483	26,202
WELLS FARGO ADVANTAGE VT DISCOVERY
Value at beginning of period	6.53	11.82	9.73	8.55	7.85	6.64	4.98	8.03	10.00
Value at end of period	9.10	6.53	11.82	9.73	8.55	7.85	6.64	4.98	8.03
Number of accumulation units outstanding at end of period	104,125	138,128	137,612	161,331	172,144	168,312	185,503	126,654	58,974
WELLS FARGO ADVANTAGE VT OPPORTUNITY
Value at beginning of period	8.29	13.94	13.17	11.82	11.03	9.39	6.90	9.50	10.00
Value at end of period	12.17	8.29	13.94	13.17	11.82	11.03	9.39	6.90	9.50
Number of accumulation units outstanding at end of period	85,597	83,208	99,154	128,584	155,013	226,496	269,503	162,242	53,594

A-24

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
AIM V.I. INTERNATIONAL GROWTH
Value at beginning of period	7.46	12.62	11.10	10.00
Value at end of period	10.01	7.46	12.62	11.10
Number of accumulation units outstanding at end of period	124,419	47,901	177,502	22,099
AIM V.I. HIGH YIELD
Value at beginning of period	10.00	13.57	13.51	12.31	12.08	10.99	10.00
Value at end of period	15.14	10.00	13.57	13.51	12.31	12.08	10.99
Number of accumulation units outstanding at end of period	25,419	27,768	28,476	30,257	37,287	36,279	13,584
AIM V.I. MID CAP CORE EQUITY
Value at beginning of period	10.00
Value at end of period	12.48
Number of accumulation units outstanding at end of period	5,850
AIM V.I. SMALL CAP EQUITY
Value at beginning of period	10.00
Value at end of period	12.20
Number of accumulation units outstanding at end of period	1,925
AIM V.I. TECHNOLOGY
Value at beginning of period	8.19	14.89	13.94	12.72	12.56	12.11	10.00
Value at end of period	12.78	8.19	14.89	13.94	12.72	12.56	12.11
Number of accumulation units outstanding at end of period	4,613	6,702	8,501	9,986	12,290	6,234	3,059
ALGER BALANCED
Value at beginning of period	9.22	13.63	12.24	11.78	10.96	10.57	10.00
Value at end of period	11.82	9.22	13.63	12.24	11.78	10.96	10.57
Number of accumulation units outstanding at end of period	8,960	10,103	14,959	16,227	48,697	35,620	13,647
ALGER LARGECAP GROWTH
Value at beginning of period	8.78	16.45	13.83	13.27	11.94	11.42	10.00
Value at end of period	12.85	8.78	16.45	13.83	13.27	11.94	11.42
Number of accumulation units outstanding at end of period	204,270	165,677	207,673	92,170	105,834	83,810	36,011

A-25

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
ALGER MIDCAP GROWTH
Value at beginning of period	8.62	20.87	16.00	14.65	13.45	12.00	10.00
Value at end of period	12.96	8.62	20.87	16.00	14.65	13.45	12.00
Number of accumulation units outstanding at end of period	134,831	95,444	102,005	78,895	63,608	54,269	22,354
ALLIANCEBERNSTEIN VPS GROWTH & INCOME
Value at beginning of period	9.19	15.60	14.97	12.87	12.38	11.20	10.00
Value at end of period	11.01	9.19	15.60	14.97	12.87	12.38	11.20
Number of accumulation units outstanding at end of period	151,529	301,465	223,765	209,357	243,989	208,800	70,579
ALLIANCEBERNSTEIN VPS GROWTH
Value at beginning of period	9.07	15.90	14.19	14.47	13.03	11.45	10.00
Value at end of period	11.98	9.07	15.90	14.19	14.47	13.03	11.45
Number of accumulation units outstanding at end of period	47,594	71,426	79,267	58,346	55,470	32,220	6,019
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH
Value at beginning of period	9.12	17.99	15.36	12.19	10.00
Value at end of period	12.62	9.12	17.99	15.36	12.19
Number of accumulation units outstanding at end of period	419,349	423,683	499,709	426,600	238,184
ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE
Value at beginning of period	5.49	11.84	11.28	10.00
Value at end of period	7.34	5.49	11.84	11.28
Number of accumulation units outstanding at end of period	269,528	431,272	496,719	246,769
ALLIANCEBERNSTEIN VPS SMALL/MIDCAP VALUE
Value at beginning of period	6.74	10.56	10.47	10.00
Value at end of period	9.55	6.74	10.56	10.47
Number of accumulation units outstanding at end of period	54,314	77,399	84,062	63,196

A-26

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT
Value at beginning of period	13.14	20.60	24.31	18.13	16.37	12.17	10.00
Value at end of period	16.86	13.14	20.60	24.31	18.13	16.37	12.17
Number of accumulation units outstanding at end of period	123,399	144,190	161,905	183,494	134,999	109,455	69,402
AMERICAN CENTURY VP BALANCED
Value at beginning of period	10.86	13.75	13.21	12.16	11.68	10.73	10.00
Value at end of period	12.44	10.86	13.75	13.21	12.16	11.68	10.73
Number of accumulation units outstanding at end of period	80,333	83,290	79,262	74,508	66,136	42,032	4,639
AMERICAN CENTURY VP INCOME & GROWTH
Value at beginning of period	9.86	15.21	15.35	13.22	12.74	11.37	10.00
Value at end of period	11.55	9.86	15.21	15.35	13.22	12.74	11.37
Number of accumulation units outstanding at end of period	120,848	122,928	143,569	178,802	199,096	152,230	33,941
AMERICAN CENTURY VP INTERNATIONAL
Value at beginning of period	11.78	21.53	18.39	14.84	13.21	11.59	10.00
Value at end of period	15.62	11.78	21.53	18.39	14.84	13.21	11.59
Number of accumulation units outstanding at end of period	42,071	53,741	70,220	85,336	108,282	69,617	23,853
AMERICAN CENTURY VP MID CAP VALUE
Value at beginning of period	10.00
Value at end of period	13.09
Number of accumulation units outstanding at end of period	9,024
AMERICAN CENTURY VP VALUE
Value at beginning of period	10.91	15.03	15.98	13.58	13.04	11.50	10.00
Value at end of period	12.97	10.91	15.03	15.98	13.58	13.04	11.50
Number of accumulation units outstanding at end of period	189,899	206,339	253,985	250,774	188,050	74,425	24,559
COLUMBIA VIT MARSICO 21ST CENTURY
Value at beginning of period	10.00
Value at end of period	13.30
Number of accumulation units outstanding at end of period	1,838

A-27

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
COLUMBIA VIT SMALL CAP VALUE
Value at beginning of period	10.00
Value at end of period	12.63
Number of accumulation units outstanding at end of period	1,175
DELAWARE VIP GROWTH OPPORTUNITIES
Value at beginning of period	8.36	14.18	12.66	12.00	10.00
Value at end of period	12.05	8.36	14.18	12.66	12.00
Number of accumulation units outstanding at end of period	21,394	7,856	7,671	8,205	1,421
DELAWARE VIP SMALL CAP VALUE
Value at beginning of period	11.73	16.88	18.23	15.82	14.58	12.11	10.00
Value at end of period	15.34	11.73	16.88	18.23	15.82	14.58	12.11
Number of accumulation units outstanding at end of period	182,026	215,309	234,525	255,370	254,630	163,904	80,773
DREYFUS IP MIDCAP STOCK
Value at beginning of period	9.08	15.37	15.27	14.29	13.20	11.63	10.00
Value at end of period	12.20	9.08	15.37	15.27	14.29	13.20	11.63
Number of accumulation units outstanding at end of period	23,637	25,388	29,180	32,551	32,283	21,286	8,127
DREYFUS VIF APPRECIATION
Value at beginning of period	9.09	13.01	12.25	10.61	10.25	10.00
Value at end of period	11.04	9.09	13.01	12.25	10.61	10.25
Number of accumulation units outstanding at end of period	58,170	44,131	36,497	29,061	1,387	411
DREYFUS VIF DEVELOPING LEADERS
Value at beginning of period	7.69	12.43	14.09	13.70	13.05	11.83	10.00
Value at end of period	9.61	7.69	12.43	14.09	13.70	13.05	11.83
Number of accumulation units outstanding at end of period	4,597	4,597	5,326	7,959	11,921	15,298	4,146
DREYFUS VIF GROWTH & INCOME
Value at beginning of period	8.82	14.94	13.89	12.23	11.94	11.20	10.00
Value at end of period	11.27	8.82	14.94	13.89	12.23	11.94	11.20
Number of accumulation units outstanding at end of period	11,759	11,498	13,890	20,406	15,152	12,048	4,334

A-28

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
DWS BLUE CHIP VIP
Value at beginning of period	8.04	13.18	12.84	11.20	10.00
Value at end of period	10.68	8.04	13.18	12.84	11.20
Number of accumulation units outstanding at end of period	64,950	63,702	170,978	36,754	2,467
DWS CAPITAL GROWTH VIP
Value at beginning of period	10.27	15.45	13.84	12.86	11.91	11.12	10.00
Value at end of period	12.92	10.27	15.45	13.84	12.86	11.91	11.12
Number of accumulation units outstanding at end of period	98,593	99,523	61,148	41,824	53,890	22,290	7,824
DWS DREMAN SMALL MID CAP VALUE VIP
Value at beginning of period	7.15	10.83	10.59	10.00
Value at end of period	9.19	7.15	10.83	10.59
Number of accumulation units outstanding at end of period	96,964	105,545	71,500	40,642
DWS HEALTH CARE VIP
Value at beginning of period	9.14	12.01	10.70	10.00
Value at end of period	11.08	9.14	12.01	10.70
Number of accumulation units outstanding at end of period	50,351	74,173	79,526	43,455
DWS LARGE CAP VALUE VIP
Value at beginning of period	8.47	13.44	11.98	10.47	10.00
Value at end of period	10.53	8.47	13.44	11.98	10.47
Number of accumulation units outstanding at end of period	180,430	194,320	92,548	55,635	53,847
DWS SMALL CAP GROWTH VIP
Value at beginning of period	7.33	14.65	13.91	13.32	12.55	11.40	10.00
Value at end of period	10.22	7.33	14.65	13.91	13.32	12.55	11.40
Number of accumulation units outstanding at end of period	29,108	29,336	33,309	34,684	35,987	38,921	13,386
DWS SMALL CAP INDEX VIP
Value at beginning of period	11.07	16.95	17.43	14.96	14.47	12.39	10.00
Value at end of period	13.90	11.07	16.95	17.43	14.96	14.47	12.39
Number of accumulation units outstanding at end of period	66,901	103,591	75,211	67,445	75,602	132,249	53,362

A-29

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
DWS STRATEGIC VALUE VIP
Value at beginning of period	6.62	12.36	12.70	10.79	10.00
Value at end of period	8.22	6.62	12.36	12.70	10.79
Number of accumulation units outstanding at end of period	41,937	101,113	149,336	282,877	15,454
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
Value at beginning of period	11.61	11.23	10.65	10.32	10.20	9.93	10.00
Value at end of period	12.11	11.61	11.23	10.65	10.32	10.20	9.93
Number of accumulation units outstanding at end of period	487,275	731,081	285,929	230,921	225,523	201,397	56,076
FEDERATED INTERNATIONAL EQUITY II
Value at beginning of period	10.08	18.72	17.24	14.62	13.52	11.95	10.00
Value at end of period	14.11	10.08	18.72	17.24	14.62	13.52	11.95
Number of accumulation units outstanding at end of period	13,105	15,830	25,060	27,556	33,474	39,622	11,095
FRANKLIN SMALL CAP VALUE SECURITIES
Value at beginning of period	6.55	9.86	10.19	10.00
Value at end of period	8.39	6.55	9.86	10.19
Number of accumulation units outstanding at end of period	39,235	24,888	13,263	8,845
JANUS ASPEN BALANCED INSTITUTIONAL SHARES
Value at beginning of period	12.15	14.56	13.29	12.11	11.31	10.51	10.00
Value at end of period	15.17	12.15	14.56	13.29	12.11	11.31	10.51
Number of accumulation units outstanding at end of period	107,377	131,297	166,568	149,007	64,795	31,722	13,180
JANUS ASPEN BALANCED SERVICE SHARES
Value at beginning of period	8.67	10.42	10.00
Value at end of period	10.80	8.67	10.42
Number of accumulation units outstanding at end of period	338,708	286,803	148,213
JANUS ASPEN FLEXIBLE BOND INSTITUTIONAL SHARES
Value at beginning of period	11.85	11.27	10.62	10.28	10.16	9.86	10.00
Value at end of period	13.31	11.85	11.27	10.62	10.28	10.16	9.86
Number of accumulation units outstanding at end of period	201,257	258,673	334,781	343,139	235,099	161,654	65,697

A-30

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
JANUS ASPEN FLEXIBLE BOND SERVICE SHARES
Value at beginning of period	10.92	10.42	10.00
Value at end of period	12.23	10.92	10.42
Number of accumulation units outstanding at end of period	412,740	257,478	104,560
JANUS ASPEN GROWTH & INCOME INSTITUTIONAL SHARES
Value at beginning of period	9.31	15.96	14.80	13.81	12.40	11.17	10.00
Value at end of period	12.85	9.31	15.96	14.80	13.81	12.40	11.17
Number of accumulation units outstanding at end of period	247,905	317,016	386,388	338,549	111,652	53,530	16,662
JANUS ASPEN GROWTH & INCOME SERVICE SHARES
Value at beginning of period	5.95	10.21	10.00
Value at end of period	8.18	5.95	10.21
Number of accumulation units outstanding at end of period	174,274	159,769	153,245
JANUS ASPEN WORLDWIDE
Value at beginning of period	8.72	15.89	14.61	12.47	11.88	11.43	10.00
Value at end of period	11.90	8.72	15.89	14.61	12.47	11.88	11.43
Number of accumulation units outstanding at end of period	25,022	25,784	25,784	29,575	29,804	27,225	29,557
JPMORGAN INSURANCE TRUST SMALL CAP CORE
Value at beginning of period	11.39	16.89	18.05	15.83	15.44	12.24	10.00
Value at end of period	13.84	11.39	16.89	18.05	15.83	15.44	12.24
Number of accumulation units outstanding at end of period	7,199	8,064	12,452	15,259	13,259	13,210	3,393
LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES
Value at beginning of period	10.00
Value at end of period	14.64
Number of accumulation units outstanding at end of period	55,228

A-31

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
LVIP BARON GROWTH OPPORTUNITIES
Value at beginning of period	10.57	17.51	17.08	14.91	14.55	11.68	10.00
Value at end of period	14.50	10.57	17.51	17.08	14.91	14.55	11.68
Number of accumulation units outstanding at end of period	156,173	162,592	195,354	208,005	197,106	125,418	26,629
MFS INTERNATIONAL VALUE
Value at beginning of period	10.00
Value at end of period	13.11
Number of accumulation units outstanding at end of period	32,806
MFS UTILITIES
Value at beginning of period	6.31	10.00
Value at end of period	8.32	6.31
Number of accumulation units outstanding at end of period	40,180	7,904
NEUBERGER BERMAN AMT REGENCY
Value at beginning of period	5.59	10.43	10.21	10.00
Value at end of period	8.10	5.59	10.43	10.21
Number of accumulation units outstanding at end of period	5,457	10,124	12,724	6,043
NVIT MID CAP INDEX
Value at beginning of period	11.00	17.50	16.44	15.11	13.62	11.89	10.00
Value at end of period	14.89	11.00	17.50	16.44	15.11	13.62	11.89
Number of accumulation units outstanding at end of period	109,304	112,076	144,149	144,076	124,468	62,921	17,199
OPPENHEIMER GLOBAL SECURITIES VA
Value at beginning of period	12.29	20.73	19.66	16.85	14.87	12.58	10.00
Value at end of period	17.04	12.29	20.73	19.66	16.85	14.87	12.58
Number of accumulation units outstanding at end of period	236,464	278,810	348,861	287,660	245,693	166,981	39,176
OPPENHEIMER INTERNATIONAL GROWTH VA
Value at beginning of period	9.71	17.07	15.29	11.79	10.00
Value at end of period	13.40	9.71	17.07	15.29	11.79
Number of accumulation units outstanding at end of period	123,021	110,878	199,424	94,572	35,210

A-32

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
PIMCO VIT HIGH YIELD
Value at beginning of period	10.02	13.20	12.86	11.89	11.52	10.61	10.00
Value at end of period	13.93	10.02	13.20	12.86	11.89	11.52	10.61
Number of accumulation units outstanding at end of period	380,913	399,775	368,662	300,138	236,973	164,512	113,185
PIMCO VIT LOW DURATION
Value at beginning of period	10.87	11.00	10.34	10.03	10.01	9.91	10.00
Value at end of period	12.21	10.87	11.00	10.34	10.03	10.01	9.91
Number of accumulation units outstanding at end of period	1,099,172	782,080	743,594	780,285	647,606	454,971	115,317
PIMCO VIT TOTAL RETURN
Value at beginning of period	11.61	11.17	10.36	10.06	10.00
Value at end of period	13.13	11.61	11.17	10.36	10.06
Number of accumulation units outstanding at end of period	2,025,341	1,649,130	1,198,424	784,104	175,973
PIONEER EMERGING MARKETS VCT
Value at beginning of period	4.42	10.00
Value at end of period	7.63	4.42
Number of accumulation units outstanding at end of period	172,627	70,085
PIONEER FUND VCT
Value at beginning of period	9.75	14.96	14.37	12.43	11.81	11.06	10.00
Value at end of period	12.11	9.75	14.96	14.37	12.43	11.81	11.06
Number of accumulation units outstanding at end of period	21,183	26,988	48,015	25,733	13,459	11,046	6,352
PIONEER GROWTH OPPORTUNITIES VCT
Value at beginning of period	5.93	9.28	9.73	10.00
Value at end of period	8.51	5.93	9.28	9.73
Number of accumulation units outstanding at end of period	13,256	5,589	9,737	6,797
PIONEER MID CAP VALUE VCT
Value at beginning of period	7.29	11.10	10.63	10.00
Value at end of period	9.05	7.29	11.10	10.63
Number of accumulation units outstanding at end of period	30,810	34,312	25,325	4,123

A-33

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
PRUDENTIAL SERIES EQUITY
Value at beginning of period	10.00
Value at end of period	13.19
Number of accumulation units outstanding at end of period	1,091
PRUDENTIAL SERIES NATURAL RESOURCES
Value at beginning of period	10.00
Value at end of period	14.37
Number of accumulation units outstanding at end of period	24,804
ROYCE CAPITAL FUND SMALL-CAP
Value at beginning of period	10.00
Value at end of period	13.10
Number of accumulation units outstanding at end of period	21,128
SCHWAB MARKETTRACK GROWTH
Value at beginning of period	10.68	15.69	14.98	13.14	12.53	11.32	10.00
Value at end of period	13.13	10.68	15.69	14.98	13.14	12.53	11.32
Number of accumulation units outstanding at end of period	299,022	323,868	326,676	400,328	292,308	222,989	165,803
SCHWAB MONEY MARKET
Value at beginning of period	11.10	10.97	10.56	10.18	9.99	9.99	10.00
Value at end of period	11.02	11.10	10.97	10.56	10.18	9.99	9.99
Number of accumulation units outstanding at end of period	2,043,718	3,249,305	2,647,953	1,510,198	1,178,676	964,982	752,882
SCHWAB S&P 500 INDEX
Value at beginning of period	9.67	15.38	14.72	12.84	12.37	11.28	10.00
Value at end of period	12.10	9.67	15.38	14.72	12.84	12.37	11.28
Number of accumulation units outstanding at end of period	1,226,943	1,128,397	1,069,568	970,617	983,799	666,583	217,600
SELIGMAN COMMUNICATIONS & INFORMATION
Value at beginning of period	7.64	12.11	10.61	10.00
Value at end of period	12.07	7.64	12.11	10.61
Number of accumulation units outstanding at end of period	76,127	18,561	21,105	14,654

A-34

INVESTMENT DIVISION (0.85)		2009	2008	2007	2006	2005	2004	2003	2002	2001
SENTINEL VARIABLE PRODUCTS BOND
Value at beginning of period		10.00
Value at end of period		10.58
Number of accumulation units outstanding at end of period		1,862
SENTINEL VARIABLE PRODUCTS COMMON STOCK
Value at beginning of period		10.00
Value at end of period		12.62
Number of accumulation units outstanding at end of period		24,625
SENTINEL VARIABLE PRODUCTS SMALL COMPANY
Value at beginning of period		10.00
Value at end of period		12.62
Number of accumulation units outstanding at end of period		1,128
THIRD AVENUE VALUE
Value at beginning of period		5.44	9.73	10.31	10.00
Value at end of period		7.84	5.44	9.73	10.31
Number of accumulation units outstanding at end of period		134,861	183,460	190,120	123,718
TOUCHSTONE MID CAP GROWTH
Value at beginning of period	10.00
Value at end of period	13.13
Number of accumulation units outstanding at end of period	8
VAN ECK INSURANCE TRUST WORLDWIDE HARD ASSETS
Value at beginning of period	10.00
Value at end of period	13.50
Number of accumulation units outstanding at end of period	44,271

A-35

INVESTMENT DIVISION (0.85)	2009	2008	2007	2006	2005	2004	2003	2002	2001
VAN ECK INSURANCE TRUST WORLDWIDE BOND
Value at beginning of period	10.00
Value at end of period	10.89
Number of accumulation units outstanding at end of period	124,148
VAN KAMPEN LIT COMSTOCK
Value at beginning of period	7.58	11.88	12.23	10.61	10.00
Value at end of period	9.68	7.58	11.88	12.23	10.61
Number of accumulation units outstanding at end of period	27,918	33,585	28,143	27,267	5,933
VAN KAMPEN LIT GROWTH & INCOME
Value at beginning of period	8.72	12.94	12.69	11.01	10.00
Value at end of period	10.75	8.72	12.94	12.69	11.01
Number of accumulation units outstanding at end of period	245,184	136,112	138,873	96,797	10,206
WELLS FARGO ADVANTAGE VT DISCOVERY
Value at beginning of period	10.68	19.36	15.96	14.03	12.92	10.93	10.00
Value at end of period	14.86	10.68	19.36	15.96	14.03	12.92	10.93
Number of accumulation units outstanding at end of period	39,852	47,852	52,061	30,520	18,244	53,190	3,396
WELLS FARGO ADVANTAGE VT OPPORTUNITY
Value at beginning of period	10.19	17.15	16.22	14.58	13.63	11.63	10.00
Value at end of period	14.92	10.19	17.15	16.22	14.58	13.63	11.63
Number of accumulation units outstanding at end of period	40,106	40,271	30,832	23,158	38,056	47,335	31,082

A-36

Appendix B – Net Investment Factor

The Net Investment Factor is determined by dividing (a) by (b), and subtracting (c) from the result where:

(a) is the net result of:

1)       the net asset value per share of the Portfolio shares determined as of the end of the current Valuation Period, plus

2)       the per share amount of any dividend (or, if applicable, capital gain distributions) made by the Portfolio on shares if the "ex-dividend" date occurs during the current Valuation Period, minus or plus

3)       a per unit charge or credit for any taxes incurred by or provided for in the Sub-Account, which is determined by GWL&A to have resulted from the investment operations of the Sub-Account, and

(b) is the net asset value per share of the Portfolio shares determined as of the end of the immediately preceding Valuation Period, and

(c) is an amount representing the Mortality and Expense Risk Charge deducted from each Sub-Account on a daily basis. Such amount is equal to 0.65% if you have selected Death Benefit option 1 or 0.70% if you have selected Death Benefit option 2 on Contracts issued before May 1, 2003 and 0.85% if you have selected Death Benefit option 2 on Contracts issued on May 1, 2003 or thereafter.

The Net Investment Factor may be greater than, less than, or equal to one. Therefore, the Accumulation Unit Value may increase, decrease, or remain unchanged.

The net asset value per share referred to in paragraphs (a)(1) and (b) above, reflects the investment performance of the Portfolio as well as the payment of Portfolio expenses.

  B-1

VARIABLE ANNUITY-1 SERIES ACCOUNT

SCHWAB ONESOURCE ANNUITY®

Flexible Premium Deferred Variable

Annuity Contracts

issued by

Great-West Life & Annuity Insurance Company

8515 E. Orchard Road

Greenwood Village, Colorado 80111

Telephone:  (800) 468-8661 (Outside Colorado)

(800) 547-4957 (Colorado)

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a prospectus and should be read in conjunction with the Prospectus, dated April 30, 2010, which is available without charge by contacting the Annuity Service Center, P.O. Box 173921, Denver, Colorado 80217-3921 or at 1-800-838-0649.

The date of this Statement of Additional Information is

April 30, 2010

B-1

TABLE OF CONTENTS

 Page

GENERAL INFORMATION		B-3
GREAT-WEST LIFE & ANNUITY
AND THE VARIABLE ANNUITY-1 SERIES ACCOUNT		B-3
CALCULATION OF ANNUITY PAYMENTS		B-3
POSTPONEMENT OF PAYMENTS		B-4
SERVICES		B-4
	- Safekeeping of Series Account Assets	B-4
	- Independent Registered Public Accounting Firm	B-4
	- Principal Underwriter	B-5
	- Administrative Services	B-5
WITHHOLDING		B-5
FINANCIAL STATEMENTS		B-5

B-2

GENERAL INFORMATION

In order to supplement the description in the Prospectus, the following provides additional information about the Contracts and other matters which may be of interest to you.  Terms used in this Statement of Additional Information have the same meanings as are defined in the Prospectus under the heading "Definitions."

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

AND THE VARIABLE ANNUITY-1 SERIES ACCOUNT

Great-West Life & Annuity Insurance Company (the "Company"), the issuer of the Contract, is a Colorado corporation qualified to sell life insurance and annuity contracts in Puerto Rico, U.S. Virgin Islands, Guam, the District of Columbia and all states except New York.  The Company is a wholly owned subsidiary of GWL&A Financial, Inc., a Delaware holding company.  GWL&A Financial, Inc. is an indirect wholly-owned subsidiary of Great-West Lifeco Inc., a Canadian holding company. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding company with substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada, a Canadian holding and management company. Mr. Paul Desmarais, through a group of private holding companies that he controls, has voting control of Power Corporation of Canada.

The assets allocated to the Variable Annuity-1 Series Account (the “Series Account”) are the exclusive property of the Company.  Registration of the Series Account under the Investment Company Act of 1940 does not involve supervision of the management or investment practices or policies of the Series Account or of the Company by the Securities and Exchange Commission.  The Company may accumulate in the Series Account proceeds from charges under the Contracts and other amounts in excess of the Series Account assets representing reserves and liabilities under the Contract and other variable annuity contracts issued by the Company.  The Company may from time to time transfer to its general account any of such excess amounts.  Under certain remote circumstances, the assets of one Sub-Account may not be insulated from liability associated with another Sub-Account.

Best's Insurance Reports has assigned the Company to its highest of ten categories for financial strength and operating performance at A+, “Superior.”  Fitch, Inc. has assigned the Company its second highest rating of eight categories to AA+, “Very Strong.”  Standard & Poor's Corporation has assigned the Company to its second highest of nine categories with an AA, “Very Strong.”  Moody's Investors Service has assigned the Company an insurance and financial strength rating of Aa3 (Excellent) which is its second highest category of nine categories.

CALCULATION OF ANNUITY PAYMENTS

Variable Annuity Options

The Company converts the accumulation units for each Sub-Account held by you into Annuity Units at their values determined as of the end of the valuation period which contains the Payout Commencement Date.  The number of Annuity Units paid for each Sub-Account is determined by dividing the amount of the first payment by the Annuity Unit value on the first valuation date preceding the date the first payout is due. The number of Annuity Units used to calculate each payout for a Sub-Account remains fixed during the Annuity Payment Period.

B-3

 The first payment under a variable annuity payment option will be based on the value of each Sub-Account on the first valuation date preceding the Annuity Commencement Date.  It will be determined by applying the appropriate rate to the amount applied under the payout option.    Payments after the first will vary depending upon the investment experience of the Sub-Accounts.  The subsequent amount paid is determined by multiplying (a) by (b) where (a) is the number of Annuity Units to be paid and (b) is the Annuity Unit value on the first valuation date preceding the date the annuity payout is due.  The total amount of each variable annuity payout will be the sum of the variable annuity payments for each Sub-Account.

POSTPONEMENT OF PAYMENTS

With respect to amounts allocated to the Series Account, payment of any amount due upon a total or partial surrender, death or under an annuity option will ordinarily be made within seven days after all documents required for such payment are received by the Schwab Insurance & Annuity Service Center.  However, the determination, application or payment of any Death Benefit, Transfer, full surrender, partial withdrawal or annuity payment may be deferred (1) for any period (A) during which the New York Stock Exchange is closed (other than customary weekend and holiday closings) or (B) trading on the New York Stock Exchange is restricted, (2) for any period during which an emergency exists as a result of which (A) disposal by the Series Account of securities owned by it is not reasonably practicable or (B) it is not reasonably practicable for the Series Account to determine the value of its net assets, or (3) for such other periods as the Securities and Exchange Commission may by order permit for the protection of investors.

SERVICES

A. Safekeeping of Series Account Assets

The assets of the Series Account are held by the Company.  The assets of the Series Account are kept physically segregated and held separate and apart from the general account of the Company.  The Company maintains records of all purchases and redemptions of shares of the Portfolios.  Additional protection for the assets of the Series Account is afforded by a financial institution bond that includes fidelity coverage issued to The Great-West LifeCo, Inc. and subsidiary companies in the amount of $50 million (Canadian) per occurrence and $100 million (Canadian) aggregate, which covers all officers and employees of the Company.

B.           Independent Registered Public Accounting Firm

Deloitte & Touche LLP, 555 Seventeenth Street, Suite 3600, Denver, CO  80202, serves as the Company’s and the Series Account’s independent registered public accounting firm. Deloitte & Touche LLP examines financial statements for the Company and the Series Account and provides other audit, tax, and related services.

The financial statements of each of the investment divisions of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company and the consolidated financial statements of Great-West Life & Annuity Insurance Company and subsidiaries included in this Prospectus and elsewhere in the Registration Statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the Registration Statement which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries and includes an explanatory paragraph referring to the change in accounting for the recognition and presentation of other-than-temporary impairments for certain investments, as required by accounting guidance adopted on April 1, 2009, and both have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

B-4

C.           Principal Underwriter

The offering of the Contracts is made on a continuous basis by GWFS Equities, Inc., a wholly owned subsidiary of the Company.  GWFS is a Delaware corporation and is a member of FINRA.  The Company does not anticipate discontinuing the offering of the Contract, although it reserves the right to do so.  The Contract generally will be issued for Annuitants from birth to age ninety.  The aggregate dollar amount of commissions paid to, and retained by, GWFS for the Contracts was zero for the last three fiscal years.

 D.           Administrative Services

Certain administrative services are provided by GWFS to assist the Company in processing the Contracts.  These services are described in written agreements between GWFS and the Company.  The total compensation paid to GWFS in connection with these services was zero for the last three fiscal years.

WITHHOLDING

Annuity payments and other amounts received under the Contract are subject to income tax withholding unless the recipient elects not to have taxes withheld.  The amounts withheld will vary among recipients depending on the tax status of the individual and the type of payments from which taxes are withheld.

Notwithstanding the recipient's election, withholding may be required with respect to certain payments to be delivered outside the United States.  Moreover, special "backup withholding" rules may require the Company to disregard the recipient's election if the recipient fails to supply the Company with a "TIN" or taxpayer identification number (social security number for individuals), or if the Internal Revenue Service notifies the Company that the TIN provided by the recipient is incorrect.

FINANCIAL STATEMENTS

 The consolidated financial statements of the Company should be considered only as bearing upon the Company’s ability to meet its obligations under the Contracts, and they should not be considered as bearing on the investment performance of the Series Account.  The variable interest of Owners under the Contracts is affected solely by the investment results of the Series Account.

B-5

Great-West Life & Annuity

Insurance Company

(a wholly-owned subsidiary of

GWL&A Financial Inc.)

Consolidated Balance Sheets as of December 31, 2009 and 2008 and Related Consolidated Statements of Income, Statements of Stockholder’s Equity and Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, 2009 and Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of

Great-West Life & Annuity Insurance Company

Greenwood Village, Colorado

We have audited the accompanying consolidated balance sheets of Great-West Life & Annuity Insurance Company and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2009.  Our audits also included the financial statement schedule listed in the Index at Item 15.  These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule 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 are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included 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 Company’s 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.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Great-West Life & Annuity Insurance Company and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2, the Company changed its accounting for the recognition and presentation of other-than-temporary impairments for certain investments, as required by accounting guidance adopted on April 1, 2009.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

February 19, 2010

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Balance Sheets

December 31, 2009 and 2008

(In Thousands, Except Share Amounts)

	December 31,
	2009		2008
Assets
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost $14,117,799 and $13,394,675)	$	13,917,813	$	11,973,536
Fixed maturities, held for trading, at fair value (amortized cost $135,425 and $39,803)		140,174		38,834
Mortgage loans on real estate (net of allowances of $14,854 and $8,834)		1,554,132		1,380,101
Equity investments, available-for-sale, at fair value (cost $18,860 and $16,330)		25,679		17,790
Policy loans		3,971,833		3,979,094
Short-term investments, available-for-sale (cost approximates fair value)		488,480		366,370
Limited partnership and limited liability corporation interests		253,605		293,956
Other investments		24,312		31,992
Total investments		20,376,028		18,081,673
Other assets:
Cash		170,978		28,352
Reinsurance receivable		573,963		546,491
Deferred acquisition costs and value of business acquired		481,044		714,031
Investment income due and accrued		225,449		145,775
Premiums in course of collection		9,015		8,309
Deferred income taxes		125,878		577,799
Collateral under securities lending agreements		38,296		43,205
Due from parent and affiliates		196,697		41,793
Goodwill		105,255		105,255
Other intangible assets		29,632		33,824
Other assets		491,471		603,091
Assets of discontinued operations		87,719		124,089
Separate account assets		18,886,901		15,121,943
Total assets	$	41,798,326	$	36,175,630

See notes to consolidated financial statements. (Continued)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Balance Sheets

December 31, 2009 and 2008

(In Thousands, Except Share Amounts)

	December 31,
	2009			2008
Liabilities and stockholder's equity
Policy benefit liabilities:
Future policy benefits	$	18,972,560		$	18,105,648
Policy and contract claims		286,176			290,288
Policyholders' funds		358,795			320,320
Provision for policyholders' dividends		69,494			70,700
Undistributed earnings on participating business		3,580			1,614
Total policy benefit liabilities		19,690,605			18,788,570
General liabilities:
Due to parent and affiliates		537,563			533,870
Repurchase agreements		491,338			202,079
Commercial paper		97,613			97,167
Payable under securities lending agreements		38,296			43,205
Other liabilities		618,508			655,576
Liabilities of discontinued operations		87,719			124,089
Separate account liabilities		18,886,901			15,121,943
Total liabilities		40,448,543			35,566,499
Commitments and contingencies (Note 20)
Stockholder's equity:
Preferred stock, $1 par value, 50,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $1 par value, 50,000,000 shares authorized; 7,032,000 shares issued and outstanding		7,032			7,032
Additional paid-in capital		761,330			756,912
Accumulated other comprehensive income (loss)		(132,721	)		(762,673	)
Retained earnings		714,142			607,860
Total stockholder's equity		1,349,783			609,131
Total liabilities and stockholder's equity	$	41,798,326		$	36,175,630

See notes to consolidated financial statements. (Concluded)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Income

Years Ended December 31, 2009, 2008 and 2007

(In Thousands)

	Year Ended December 31,
	2009			2008			2007
Revenues:
Premium income, net of premiums ceded of $48,761, $37,176 and $1,432,360	$	560,252		$	525,137		$	(857,267	)
Fee income		386,201			429,221			463,265
Net investment income		1,149,084			1,078,469			1,139,541
Realized investment gains (losses), net:
Total other-than-temporary losses recognized		(112,764	)		(91,398	)		(34,874	)
Less: Non-credit portion of other-than-temporary losses transferred to and recognized in other comprehensive income		13,422			-			-
Net other-than-temporary losses recognized in earnings		(99,342	)		(91,398	)		(34,874	)
Other realized investment gains, net		31,802			69,702			32,846
Total realized investment gains (losses), net		(67,540	)		(21,696	)		(2,028	)
Total revenues		2,027,997			2,011,131			743,511
Benefits and expenses:
Life and other policy benefits, net of reinsurance recoveries of $47,077, $42,380and $39,640		590,456			605,111			624,381
Increase (decrease) in future policy benefits		109,728			(38,354	)		(1,460,523	)
Interest paid or credited to contractholders		552,620			515,428			497,438
Provision (benefit) for policyholders' share of earnings on participating business (Note 4)		1,245			(206,415	)		20,296
Dividends to policyholders		72,755			71,818			93,544
Total benefits		1,326,804			947,588			(224,864	)
General insurance expenses		429,143			429,695			432,426
Amortization of deferred acquisition costs and value of business acquired		65,998			52,699			135,570
Interest expense		37,508			39,804			41,713
Total benefits and expenses, net		1,859,453			1,469,786			384,845
Income from continuing operations before income taxes		168,544			541,345			358,666
Income tax expense		46,108			95,838			118,791
Income from continuing operations		122,436			445,507			239,875
Income from discontinued operations, net of income taxes of $ - , $388,836and $85,707		-			652,788			178,853
Net income	$	122,436		$	1,098,295		$	418,728

See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Stockholder's Equity

Years Ended December 31, 2009, 2008 and 2007

(In Thousands)

					Accumulated Other
					Comprehensive Income (Loss)
	Common		Additional Paid-in		Unrealized Gains (Losses)			Employee Benefit Plan			Retained
	Stock		Capital		on Securities			Adjustments			Earnings			Total
Balances, January 1, 2007	$	7,032	$	737,857	$	(15,708	)	$	(30,829	)	$	1,474,517		$	2,172,869
Net income												418,728			418,728
Other comprehensive income (loss), net of income taxes:
Net change in unrealized gains						9,903									9,903
Employee benefit plan adjustment									34,998						34,998
Total comprehensive income															463,629
Impact of adopting ASC section 815-15-25 "Derivatives and Hedging - Embedded Derivatives - Recognition" to derivative instruments						118						(3	)		115
Impact of adopting ASC section 740-10-25 "Income
Taxes - Overall - Recognition" to accounting for income tax uncertainties												(6,195	)		(6,195	)
Dividends												(604,983	)		(604,983	)
Capital contribution - stock-based compensation				3,816											3,816
Income tax benefit on stock-based compensation				5,860											5,860
Balances, December 31, 2007		7,032		747,533		(5,687	)		4,169			1,282,064			2,035,111
Net income												1,098,295			1,098,295
Other comprehensive income (loss), net of income taxes:
Net change in unrealized gains (losses)						(685,907	)								(685,907	)
Employee benefit plan adjustment									(75,248	)					(75,248	)
Total comprehensive income															337,140
Impact of adopting ASC section 715-20-65 "Defined
Benefit Plans" measurement date provisions												(206	)		(206	)
Dividends												(1,772,293	)		(1,772,293	)
Capital contribution - stock-based compensation				5,123											5,123
Income tax benefit on stock-based compensation				4,256											4,256
Balances, December 31, 2008		7,032		756,912		(691,594	)		(71,079	)		607,860			609,131
Net income												122,436			122,436
Other comprehensive income (loss), net of income taxes:
Non-credit component of impaired losses on fixed maturities available-for-sale						(4,367	)								(4,367	)
Net change in unrealized gains (losses)						614,379									614,379
Employee benefit plan adjustment									28,468						28,468
Total comprehensive income															760,916
Impact of adopting ASC section 320-10-65 "Investments -
Debt and Equity Securities" on available-for-sale securities, net of tax						(8,528	)					8,528			-
Dividends												(24,682	)		(24,682	)
Capital contribution - stock-based compensation				2,181											2,181
Income tax benefit on stock-based compensation				2,237											2,237
Balances, December 31, 2009	$	7,032	$	761,330	$	(90,110	)	$	(42,611	)	$	714,142		$	1,349,783

See notes to consolidated financial statements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Cash Flows

Years Ended December 31, 2009, 2008 and 2007

(In Thousands)

	Year Ended December 31,
	2009			2008			2007
Cash flows from operating activities:
Net income	$	122,436		$	1,098,295		$	418,728
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Earnings allocated to participating policyholders		1,245			(206,415	)		20,296
Amortization of premiums / (accretion) of discounts on investments, net		(59,048	)		(55,161	)		(58,067	)
Net realized (gains) losses on investments		67,540			24,205			(2,155	)
Net purchases of trading securities		(97,474	)		(18,869	)		(20,825	)
Interest credited to contractholders		546,429			510,996			493,049
Depreciation and amortization		83,951			75,220			176,560
Deferral of acquisition costs		(80,977	)		(65,108	)		(73,062	)
Deferred income taxes		125,525			5,525			(5,239	)
Income from discontinued operations		-			(681,528	)		-
Changes in assets and liabilities:
Policy benefit liabilities		59,227			(325,306	)		(407,250	)
Reinsurance receivable		8,898			(158,532	)		(106,382	)
Accrued interest and other receivables		(80,380	)		(8,388	)		26,695
Other, net		(86,254	)		138,089			46,513
Net cash provided by operating activities		611,118			333,023			508,861
Cash flows from investing activities:
Proceeds from sales, maturities and redemptions of investments:
Fixed maturities available-for-sale		3,625,569			4,056,869			4,052,791
Mortgage loans on real estate		96,258			112,760			159,959
Equity investments and other limited partnership interests		52,144			46,860			51,596
Purchases of investments:
Fixed maturities available-for-sale		(4,026,580	)		(3,742,716	)		(4,015,650	)
Mortgage loans on real estate		(282,252	)		(297,715	)		(228,746	)
Equity investments and other limited partnership interests		(14,316	)		(13,421	)		(35,372	)
Acquisitions, net of cash acquired		-			-			(15,208	)
Net change in short-term investments		(400,781	)		81,143			1,132,840
Net change in repurchase agreements		289,259			63,542			(625,242	)
Other, net		101,734			(98,662	)		(36,643	)
Proceeds from the disposition of Healthcare segment, net of cash disposed, direct expenses and income taxes		-			846,759			-
Net cash provided by (used in) investing activities		(558,965	)		1,055,419			440,325

See notes to consolidated financial statements. (Continued)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Cash Flows

Years Ended December 31, 2009, 2008 and 2007

(In Thousands)

	Year Ended December 31,
	2009			2008			2007
Cash flows from financing activities:
Contract deposits	$	1,921,471		$	1,921,238		$	1,228,154
Contract withdrawals		(1,660,454	)		(1,465,420	)		(1,491,994	)
Change in due to parent and affiliates		(168,402	)		(6,389	)		(31,483	)
Dividends paid		(24,682	)		(1,772,293	)		(604,983	)
Net commercial paper borrowings		446			1,500			647
Change in bank overdrafts		19,857			(108,418	)		(23,523	)
Income tax benefit of stock option exercises		2,237			4,256			5,860
Net cash used in financing activities		90,473			(1,425,526	)		(917,322	)
Net increase (decrease) in cash		142,626			(37,084	)		31,864
Cash, continuing and discontinued operations, beginning of year		28,352			65,436			33,572
Cash, continuing and discontinued operations, end of year		170,978			28,352			65,436
Less cash, discontinued operations, end of year		-			-			(10,622	)
Cash, end of year	$	170,978		$	28,352		$	54,814
Supplemental disclosures of cash flow information:
Net cash paid (received) during the year for:
Income taxes	$	(44,878	)	$	390,897		$	121,847
Income tax payments withheld and remitted to taxing authorities		55,055			56,637			53,264
Interest		37,508			39,804			41,713
Non-cash investing and financing transactions during the years:
Share-based compensation expense	$	2,181		$	5,123		$	3,816
Return of invested reinsurnace assets to The Canada Life Assurance Company (See Note 5)		-			-			1,608,909
Fair value of assets acquired in settlement of fixed maturity investments		-			6,388			-

See notes to consolidated financial statements. (Concluded)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

1.  Organization, Basis of Presentation and Significant Accounting Policies

Organization- Great-West Life & Annuity Insurance Company (“GWLA”) and its subsidiaries (collectively, the “Company”) is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a holding company formed in 1998.  GWL&A Financial is a wholly-owned subsidiary of Great-West Lifeco U.S. Inc. (“Lifeco U.S.”) and an indirect wholly-owned subsidiary of Great-West Lifeco Inc. (“Lifeco”).  The Company offers a wide range of life insurance, retirement and investment products to individuals, businesses and other private and public organizations throughout the United States.  The Company is an insurance company domiciled in the State of Colorado and is subject to regulation by the Colorado Division of Insurance.

Basis of presentation - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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 revenues and expenses during the reporting period.  Significant estimates are required to account for valuation of investments and other-than-temporary impairments, recognition of income on certain investments, valuation and accounting for derivative instruments, goodwill, deferred acquisition costs and value of business acquired, policy and contract benefits and claims, employee benefits plans and taxes on income.  Actual results could differ from those estimates.

The consolidated financial statements include the accounts of the Company and its subsidiaries.  Intercompany transactions and balances have been eliminated in consolidation.

Significant Accounting Policies

Investments - Investments are reported as follows:

1. The Company classifies the majority of its fixed maturity and all of its equity investments as available-for-sale and records them at fair value with the related net unrealized gain or loss, net of policyholder related amounts and deferred taxes, in accumulated other comprehensive income (loss) in the stockholder’s equity section of the consolidated balance sheets. Net unrealized gains and losses related to participating contract policies that cannot be distributed are recorded as undistributed earnings on participating business in the Company’s consolidated balance sheets.  The Company recognizes the acquisition of its fixed maturity and equity investments on a trade date basis.

Premiums and discounts are recognized as a component of net investment income using the scientific interest method. Realized gains and losses are included in net realized investment gains (losses). Declines in value determined to be other-than-temporary are included in total other-than-temporary impairment losses recognized.

The Company purchases fixed maturity securities which are classified as held for trading.  Assets in the held for trading category are carried at fair value with changes in fair value reported in net investment income.

The recognition of income on certain investments (e.g. loan-backed securities, including mortgage-backed and asset-backed securities) is dependent upon market conditions, which may result in prepayments and changes in amounts to be earned.  Prepayments on all mortgage-backed and asset-backed securities are monitored monthly and amortization of the premium and/or the accretion of the discount associated with the purchase of such securities are adjusted by such prepayments.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

2. Mortgage loans on real estate are commercial loans and are carried at their unpaid balances adjusted for any unamortized premiums or discounts and allowances for credit losses.  Interest income is accrued on the unpaid principal balance.  Discounts and premiums are amortized to net investment income using the scientific interest method.  Accrual of interest is discontinued on any impaired loans where collection of interest is doubtful.

The Company maintains an allowance for credit losses at a level that, in management’s opinion, is sufficient to absorb credit losses on its impaired loans.  Management’s judgment is based upon  situational analysis of each individual loan and may consider past loss experience and current and projected economic conditions.  The measurement of impaired loans is based upon the fair value of the underlying collateral.

3. Equity investments classified as available-for-sale are carried at fair value with net unrealized gains and losses, net of deferred taxes, reported as accumulated other comprehensive income (loss) in the stockholder’s equity section of the Company’s consolidated balance sheets.  The Company uses the equity method of accounting for investments in which it has more than a minor interest and has influence in the entity’s operating and financial policies, but does not have a controlling interest.  Realized gains and losses are included in net realized gains (losses) on investments. Declines in value, determined to be other-than-temporary, are included in total other-than-temporary impairment losses recognized.

 4. Limited partnership interests are accounted for using the cost method of accounting.  The Company uses this method since it has a minor equity interest and virtually no influence over the entity’s operations.  Also included in limited partnership interests are limited partnerships established for the purpose of investing in low-income housing that qualify for federal and state tax credits.  These securities are carried at amortized cost as determined using the effective yield method.

5. Policy loans are carried at their unpaid balances.

6. Short-term investments include securities purchased with initial maturities of one year or less and are carried at amortized cost, which approximates fair value.  The Company classifies its short-term investments as available-for-sale.

7. Gains and losses realized on disposal of investments are determined on a specific identification basis.  See item 10 below for a description of realization of other-than-temporary impairments.

8. The Company may employ a trading strategy that involves the sale of securities with a simultaneous agreement to repurchase similar securities at a future date at an agreed-upon price.  Proceeds of the sale are reinvested in other securities and may enhance the current yield and total return.  The difference between the sales price and the future repurchase price is recorded as an adjustment to net investment income.  During the period between the sale and repurchase, the Company will not be entitled to receive interest and principal payments on the securities sold.  Losses may arise from changes in the value of the securities or if the counterparty enters bankruptcy proceedings or becomes insolvent.  In such cases, the Company’s right to repurchase the security may be restricted.  Amounts owed to brokers under these arrangements are included in repurchase agreements in the accompanying consolidated balance sheets. The liability is collateralized by securities with approximately the same fair value.

9. The Company receives collateral for lending securities that are held as part of its investment portfolio.  The Company requires collateral in an amount greater than or equal to 102% of the market value of domestic securities loaned and 105% of foreign securities loaned.  Such collateral is used to replace the securities loaned in event of default by the borrower.  The Company’s securities lending transactions are accounted for as collateralized borrowings.  Collateral is defined as government securities, letters of credit and/or cash collateral.  The borrower can return and the Company can request the loaned securities at any time.  The Company maintains ownership of the loaned securities at all times and is entitled to receive from the borrower any payments for interest or dividends received on such securities during the loan term.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

10. One of the significant estimates inherent in the valuation of investments is the evaluation of investments for other-than-temporary impairments.  The evaluation of impairments is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of investments should be recognized in current period earnings.  The risks and uncertainties include changes in general economic conditions, the issuer’s financial condition or near term recovery prospects, the effects of changes in interest rates or credit spreads and the recovery period.  The Company’s accounting policy requires that a decline in the value of a security below its cost or amortized cost basis be assessed to determine if the decline is other-than-temporary.  If management either (a) has the intent to sell the fixed maturity investment or (b) it is more likely than not the Company will be required to sell the fixed maturity investment before its anticipated recovery, a charge is recorded in net realized losses on investments equal to the difference between the fair value and cost or amortized cost basis of the security.  If management does not intend to sell the security and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, but the present value of the cash flows expected to be collected (discounted at the effective interest rate implicit in the fixed maturity investment prior to impairment) is less than the amortized cost basis of the fixed maturity investment (referred to as the credit loss portion), an other-than-temporary impairment is considered to have occurred.  In this instance, total other-than-temporary impairment is bifurcated into two components: the amount related to the credit loss, which is recognized in earnings; and the amount attributed to other factors (referred to as the non-credit portion), which is recognized as a separate component in accumulated other comprehensive income (loss).  After the recognition of an other-than-temporary impairment, the fixed maturity investment is accounted for as if it had been purchased on the measurement date of the other-than-temporary impairment, with an amortized cost basis equal to the previous amortized cost basis less the other-than-temporary impairment recognized in earnings.

If management does not have the ability and intent to hold an impaired available-for-sale equity investment for a period of time sufficient to allow for the recovery of its value to an amount equal or greater than its cost, then the investment shall be deemed other-than-temporarily impaired.  An impairment loss is recorded in earnings for the difference between the equity investment’s cost and fair value at the balance sheet date of the reporting period for which the assessment is made.

Derivative financial instruments - All derivatives, whether designated in hedging relationships or not, are recorded on the consolidated balance sheets in other assets and other liabilities at fair value.  Accounting for the ongoing changes in the fair value of a derivative depends upon the intended use of the derivative and its designation as determined when the derivative contract is entered into.  If the derivative is designated as a fair value hedge, the changes in its fair value and of the fair value of the hedged item attributable to the hedged risk are recognized in earnings in net investment income.  If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in accumulated other comprehensive income (loss) in the Company’s consolidated balance sheets and are recognized in the consolidated income statements when the hedged item affects earnings.  Changes in the fair value of derivatives not qualifying for hedge accounting and the over effective portion of cash flow hedges are recognized in net investment income in the period of the change.  Certain derivatives in a net asset position have cash pledged as collateral to the Company in accordance with the collateral support agreements with the counterparty. This collateral is held directly by the Company.  This unrestricted cash collateral is included in other assets and the obligation to return is included in other liabilities.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Cash - Cash includes only amounts in demand deposit accounts.

Bank overdrafts - The Company’s cash management system provides for the reimbursement of all major bank disbursement accounts on a daily basis.  Checks issued but not yet presented to banks for payment can result in overdraft balances for accounting purposes and are included in other liabilities in the accompanying consolidated balance sheets.  At December 31, 2009 and 2008, these liabilities were $28,674 and $8,817, respectively.

Internal use software – Purchased software costs, as well as certain internal and external costs incurred to develop internal use computer software during the application development stage are capitalized.  Capitalized internal use software development costs, net of accumulated amortization, in the amounts of $20,590 and $14,944, are included in other assets at December 31, 2009 and 2008, respectively.  The Company capitalized $8,014, $2,324 and $3,504 of internal use software development costs during the years ended December 31, 2009, 2008 and 2007, respectively.

Deferred acquisition costs and value of business acquired - Deferred acquisition costs (“DAC”), which primarily consists of sales commissions and costs associated with the Company’s sales representatives related to the production of new business or through the acquisition of insurance or annuity contracts through indemnity reinsurance transactions, have been deferred to the extent recoverable.  The value of business acquired (“VOBA”) represents the estimated fair value of insurance or annuity contracts acquired either directly through the acquisition of another insurance company or through the acquisition of insurance or annuity contracts through assumption reinsurance transactions.  The recoverability of such costs is dependent upon the future profitability of the related business.  DAC and VOBA associated with the annuity products and flexible premium universal life insurance products are being amortized over the life of the contracts in proportion to the emergence of gross profits.  Retrospective adjustments of these amounts are made when the Company revises its estimates of current or future gross profits.  DAC and VOBA associated with traditional life insurance are amortized over the premium-paying period of the related policies in proportion to premium revenues recognized.  See Note 9 for additional information regarding deferred acquisition costs and the value of business acquired.

Goodwill and other intangible assets - Goodwill is the excess of cost over the fair value of assets acquired and liabilities assumed in connection with an acquisition and is considered an indefinite lived asset and therefore is not amortized.  The Company tests goodwill for impairment annually or more frequently if events or circumstances indicate that there may be justification for conducting an interim test.  If the carrying value of goodwill exceeds its fair value, the excess is recognized as an impairment and recorded as a charge against net income in the period in which the impairment is identified.  There were no impairments of goodwill recognized during the years ended December 31, 2009, 2008 or 2007.

Other intangible assets represent the estimated fair value of the portion of the purchase price that was allocated to the value of customer relationships and preferred provider relationships in various acquisitions.  These intangible assets have been assigned values using various methodologies, including present value of projected future cash flows, analysis of similar transactions that have occurred or could be expected to occur in the market, and replacement or reproduction cost.  The initial valuations of these intangible assets were supported by an independent valuation study that was commissioned by the Company and executed by qualified valuation experts.  Other identified intangible assets with finite lives are amortized over their estimated useful lives, which initially ranged from 4 to 14 years (weighted average 13 years), primarily based upon the cash flows generated by these assets.

Separate accounts - Separate account assets and related liabilities are carried at fair value in the accompanying consolidated balance sheets.  The Company’s separate accounts invest in shares of Maxim Series Fund, Inc. and Putnam Funds, open-end management investment companies, which are affiliates of the Company, and shares of other non-affiliated mutual funds and government and corporate bonds.  Investment income and realized capital gains and losses of the separate accounts accrue directly to the contractholders and, therefore, are not included in the Company’s consolidated statements of income.  Revenues to the Company from the separate accounts consist of contract maintenance fees, administrative fees and mortality and expense risk charges.  The Company’s separate accounts include mutual funds or other investment options that purchase guaranteed interest annuity contracts issued by the Company.  During the years ended December 31, 2009 and 2008, these purchases totaled $149,302 and $64,723, respectively.  As the general account investment contracts are also included in the separate account balances in the accompanying consolidated balance sheets, the Company has reduced the separate account assets and liabilities by $364,233 and $265,299 at December 31, 2009 and 2008, respectively, to eliminate these amounts in its consolidated balance sheets at those dates.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Life insurance and annuity future benefits - Life insurance and annuity future benefits with life contingencies in the amounts of $11,807,570 and $11,322,866 at December 31, 2009 and 2008, respectively, are computed on the basis of estimated mortality, investment yield, withdrawals, future maintenance and settlement expenses and retrospective experience rating premium refunds.  Annuity contract benefits without life contingencies in the amounts of $7,117,591 and $6,736,101 at December 31, 2009 and 2008, respectively, are established at the contractholder’s account value.

Reinsurance - The Company enters into reinsurance transactions as both a provider and purchaser of reinsurance.  In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage and coinsurance contracts.  For each of its reinsurance agreements, the Company determines if the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards.  If the Company determines that a reinsurance agreement does not provide indemnification against loss or liability relating to insurance risk, the Company records the agreement using the deposit method of accounting.  The Company reviews all contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.

Policy benefits and policy and contract claims ceded to other insurance companies are carried as a reinsurance receivable in the accompanying consolidated balance sheets.  The cost of reinsurance related to long duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies.

Policy and contract claims - Policy and contract claims include provisions for claims incurred but not reported and claims in the process of settlement.  The provision for claims incurred but not reported is valued based primarily on the Company’s prior experience.  The claims in the process of settlement are valued in accordance with the terms of the related policies and contracts.

Participating business - The Company has participating policies in which the policyholder shares in the Company’s earnings through policyholder dividends that reflect the difference between the assumptions used in the premium charged and the actual experience on those policies.  The amount of dividends to be paid is determined by the Board of Directors.

Participating life and annuity policy benefits are $6,354,261 and $6,155,890 at December 31, 2009 and 2008, respectively.  Participating business approximates 9% of the Company’s individual life insurance in-force at December 31, 2009 and 2008 and 19%, 24% and 32% of individual life insurance premium income for the years ended December 31, 2009, 2008 and 2007, respectively.  The policyholder’s share of net income on participating policies that cannot be distributed is excluded from stockholder’s equity by a charge to operations and a credit to a liability.

The Company had established a Participating Policyholder Experience Account (“PPEA”) for the benefit of all participating policyholders, which was included in the accompanying consolidated balance sheets at December 31, 2007.  The Company had also established a Participation Fund Account (“PFA”) for the benefit of the participating policyholders previously assumed from The Great-West Life Assurance Company (“GWL”) under an assumption reinsurance transaction.  The PFA was part of the PPEA.  As discussed in Note 4, on January 1, 2008, the Company was no longer required to maintain the PPEA.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Recognition of premium and fee income and benefits and expenses - Life insurance premiums are recognized when due.  Annuity contract premiums with life contingencies are recognized as received.    Revenues for annuity and other contracts without significant life contingencies consist of contract charges for the cost of insurance and contract administration and surrender fees that have been assessed against the contract account balance during the period and are recognized when earned.  Fees from assets under management, which consist of contract maintenance fees, administration fees and mortality and expense risk charges, are recognized when due.  Benefits and expenses on policies with life contingencies are associated with earned premiums so as to result in recognition of profits over the life of the contracts.   Premiums and policyholder benefits and expenses are presented net of reinsurance.

Net investment income - Interest and dividend income from fixed maturities and mortgage loans on real estate is recognized when earned.  Net investment income on equity securities available-for-sale is primarily comprised of dividend income and is recognized on ex-dividend date.

Net realized gains and losses on investments and derivative financial instruments - Net realized gains and losses from investment sales are reported as a component of revenues and are determined on a specific identification basis.  Net realized gains and losses also result from the termination of derivative contracts prior to expiration that are not designated as hedges for accounting purposes and certain fair-value hedge relationships.  Impairments are recognized as other-than-temporary impairment losses when investment losses in value are deemed other-than-temporary.  Non-credit impairments are reclassified to accumulated other comprehensive income (loss).

Income taxes - Income taxes are recorded using the asset and liability method in which deferred tax assets and liabilities are recorded for expected future tax consequences of events that have been recognized in either the Company’s consolidated financial statements or consolidated tax returns.  In estimating future tax consequences, all expected future events, other than the enactments or changes in the tax laws or rules, are considered.  Although realization is not assured, management believes it is more likely than not that the deferred tax asset will be realized.

Share-based compensation - Lifeco maintains the Great-West Lifeco Inc. Stock Option Plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company.  The Company uses the fair value method to recognize the cost of share-based employee compensation under the Lifeco plan.

Regulatory requirements - In accordance with the requirements of the Colorado Division of Insurance, GWLA must demonstrate that it maintains adequate capital.  At December 31, 2009 and 2008, GWLA was in compliance with the requirement.  See Note 12.

In accordance with the requirements of the regulatory authorities in the states in which the Company conducts its business, it is required to maintain deposits with those authorities for the purpose of security for policy and contractholders.  The Company fulfills this requirement generally with the deposit of United States government obligations.

2.  Application of Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In June 2009, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162” (“SFAS No. 168”).  SFAS No. 168 establishes the FASB Accounting Standards CodificationTM (the “ASC”) as the single source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) applied by nongovernmental entities.  All previously issued GAAP authoritative pronouncements are superseded and replaced by the ASC and are considered non-authoritative.  The ASC also established that rules and interpretative releases of the Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also sources of GAAP for SEC registrants.  SFAS No. 168 and the ASC are effective for interim or annual financial periods ending after September 15, 2009.  The Company adopted SFAS No. 168 and the ASC for its fiscal quarter ended September 30, 2009.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS No. 155”).  Effective July 1, 2009, SFAS No. 155 was superseded and replaced by certain provisions of ASC topic 815, “Derivatives and Hedging” (“ASC topic 815”). These provisions of ASC topic 815 permit any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation to be carried at fair value in its entirety, with changes in fair value recognized in earnings.  In addition, these provisions of ASC topic 815 require that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative.  These provisions of ASC topic 815 are applicable to new or modified financial instruments in fiscal years beginning after September 15, 2006, however they may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis.  The Company adopted these provisions on January 1, 2007.  The adoption increased stockholder’s equity by $115.

In June 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”).  Effective July 1, 2009, FIN 48 was superseded and replaced by certain provisions of ASC topic 740, “Income Taxes” (“ASC topic 740”).  These provisions of ASC topic 740 clarify the accounting for uncertainty in income taxes.  In addition, they prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return.  They also provide guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  These provisions of ASC topic 740 are effective for fiscal years beginning after December 15, 2006. The Company adopted these provisions on January 1, 2007. The adoption decreased stockholder’s equity by $6,195.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”).  Effective July 1, 2009, SFAS No. 157 was superseded and replaced by certain provisions of ASC topic 820, “Fair Value Measurements and Disclosures” (“ASC topic 820”).    These provisions enhance guidance for using fair value to measure assets and liabilities.  These provisions also provide expanded information about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings.  These provisions of ASC topic 820 are applicable whenever other authoritative pronouncements require or permit assets or liabilities to be measured at fair value and are effective for fiscal years beginning after November 15, 2007.  The Company adopted these provisions on January 1, 2008.  The adoption did not have a material impact on the Company’s financial position or results of its operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”).  Effective July 1, 2009, SFAS No. 158 was superseded and replaced by certain provisions of ASC topic 715, “Compensation – Retirement Benefits” (“ASC topic 715”).  For fiscal years ending after December 15, 2006, these provisions of ASC topic 715 require a company to recognize in its balance sheet an asset for a defined benefit postretirement plan’s overfunded status or a liability for a plan’s underfunded status and recognize changes in the funded status of a defined benefit postretirement plan in the other comprehensive income section of stockholder’s equity in the year in which the changes occur, and provide additional disclosures. The Company adopted the recognition and disclosure provisions of these provisions of ASC topic 715 as of December 31, 2006, decreasing accumulated other comprehensive income (loss) by $6,734.  In addition, for fiscal years ended after December 15, 2008, these provisions of ASC topic 715 require a company to measure a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the end of its fiscal year.  The Company adopted these measurement provisions for its fiscal year ended December 31, 2008, decreasing stockholder’s equity by $206. The adoption did not affect the results of operations for the years ended December 31, 2008, 2007, or 2006.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS No.159”).  Effective July 1, 2009, SFAS No. 159 was superseded and replaced by certain provisions of ASC topic 825, “Financial Instruments” (“ASC topic 825”).  These provisions of ASC topic 825 permit an entity to measure financial instruments and certain other items at estimated fair value.  Most of these provisions are elective; however, certain amendments to ASC topic 320, “Investments - Debt and Equity Securities” (“ASC topic 320”) apply to all entities that own trading and available-for-sale securities.  The fair value option permits an entity to measure eligible items at fair value as of specified election dates.  The fair value option (a) may generally be applied instrument by instrument, (b) is irrevocable unless a new election date occurs, and (c) must be applied to the entire instrument and not to only a portion of the instrument.  These provisions of ASC topic 825 are effective as of the beginning of the first fiscal year that begins after November 15, 2007. The Company adopted these provisions on January 1, 2008.  The adoption did not have an impact on the Company’s financial position or results of its operations.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS No. 141(R)”) and Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS No. 160”).  Effective July 1, 2009, SFAS No. 141(R) was superseded and replaced by certain provisions of ASC topic 805, “Business Combinations” (“ASC topic 805”).  Effective July 1, 2009, SFAS No. 160 was superseded and replaced by certain provisions of ASC topic 810, “Consolidation”, (“ASC topic 810”).  These provisions of the codification topics change the accounting for and reporting of business combination transactions and non-controlling (minority) interests in consolidated financial statements.  Some of the significant changes include the recognition of 100% percent of the fair value of assets acquired, liabilities assumed and non-controlling interest of acquired businesses; recognition of contingent consideration arrangements at their acquisition date fair values, with subsequent changes in fair value reflected in net income; recognition of acquisition related transaction costs as expense when incurred; and recognition of acquisition related restructuring cost accruals in acquisition accounting only if certain criteria are met as of the acquisition date.  These provisions of ASC topic 805 and ASC topic 810 are required to be adopted simultaneously and are effective for fiscal years beginning after December 15, 2008.  The Company adopted these provisions of the codification topics for its fiscal year beginning January 1, 2009.  The adoption of these provisions of ASC topic 805 and ASC topic 810 did not have an impact on the Company’s consolidated financial position or the results of its operations.

In February 2008, the FASB issued Staff Position No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP No. 157-2”).  Effective July 1, 2009, FSP No. 157-2 was superseded and replaced by certain provisions of ASC topic 820, “Fair Value Measurements and Disclosures” (“ASC topic 820”).  These provisions of ASC topic 820 defer the effective date for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15, 2008.  Non-financial assets include assets associated with business acquisitions and impairment testing of tangible and intangible assets.  The Company adopted these provisions of ASC topic 820 for its fiscal year beginning January 1, 2009.  The adoption of these provisions of ASC topic 820 did not have a material impact on the Company’s consolidated financial position or the results of its operations.

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures About Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”).  Effective July 1, 2009, SFAS No. 161 was superseded and replaced by certain provisions of ASC topic 815, “Derivatives and Hedging” (“ASC topic 815”).  These provisions of ASC topic 815 apply to all derivative instruments and related hedged items.  These provisions of ASC topic 815 require entities to provide enhanced disclosures regarding (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows.  These provisions of ASC topic 815 are effective for fiscal years beginning after November 15, 2008.  The Company adopted these provisions of ASC topic 815 for its fiscal year beginning January 1, 2009.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

In April 2008, the FASB issued Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS No. 142-3”).  Effective July 1, 2009, FSP FAS No. 142-3 was superseded and replaced by certain provisions of ASC topic 350, “Intangibles - Goodwill and Other” (“ASC topic 350”).  These provisions of ASC topic 350 require, among other things, the amendment of factors that must be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset.  In determining the useful life of an intangible asset for amortization purposes, an entity shall consider, among other things, the periods of expected cash flows, adjusted for certain entity-specific factors.  These provisions of ASC topic 350 are effective for fiscal years beginning after December 15, 2008.  The Company adopted these provisions of ASC topic 350 for its fiscal year beginning January 1, 2009.  The adoption of these provisions of ASC topic 350 did not have an impact on the Company’s consolidated financial position or the results of its operations.

In October 2008, the FASB issued Staff Position No. 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP No. 157-3”).  Effective July 1, 2009, FSP No. FAS 157-3 was superseded and replaced by certain provisions of ASC topic 820.     These provisions of ASC topic 820 apply to financial assets within the scope of accounting pronouncements that require or permit fair value measurements.  These provisions of ASC topic 820 clarify when a market that is not active and provide an example to illustrate key conditions in determining the fair value of a financial asset when the market for that financial asset is not active.  These provisions became effective upon issuance including prior periods for which financial statements have not been issued.  The Company adopted these provisions effective September 30, 2008.   The adoption did not have a material impact on the Company’s financial position or results of its operations.

In December 2008, the FASB issued Staff Position No. FAS 132(R)-1, “Employers’ Disclosures About Postretirement Benefit Plan Assets” (“FSP No. FAS 132(R)-1”).  Effective July 1, 2009, FSP No. FAS 132(R)-1 was superseded and replaced by certain provisions of ASC topic 715, “Compensation - Retirement Benefits” (“ASC topic 715”).  Certain provisions of ASC topic 715 require, among other things, additional disclosures about assets held in an employer’s defined benefit pension plan including disclosures regarding investment policies and strategies, categories of plan assets, fair value measurements of plan assets and significant concentrations of risk.  The requirements of ASC topic 715 relating to these disclosures are effective for fiscal years ending after December 15, 2009.  The Company adopted these provisions of ASC topic 715 for its fiscal year ending December 31, 2009.  The adoption of these provisions of ASC topic 715 did not have an impact on the Company’s consolidated financial position or the results of its operations.

In January 2009, the FASB issued EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20” (“EITF 99-20-1”).  Effective July 1, 2009, EITF 99-20-1 was superseded and replaced by certain provisions of ASC topic 325, “Investments - Other” (“ASC topic 325”).  These provisions of ASC topic 325 are an interpretative amendment to impairment guidance and align impairment guidance to that of ASC topic 320, “Investments - Debt and Equity Securities” (“ASC topic 320”).  These provisions are effective for reporting periods ending after December 15, 2008.  The Company adopted these provisions for its year ended December 31, 2008.  The adoption did not have an impact on the Company’s financial position or results of its operations.

In April 2009, the FASB issued Staff Position No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for an Asset or Liability Have Significantly Decreased and Identifying Transactions That are Not Orderly” (“FSP No. FAS 157-4”).  Effective July 1, 2009, FSP No. FAS 157-4 was superseded and replaced by certain provisions of ASC topic 820.  These provisions of ASC topic 820 relate to determining fair values when there is no active market or where the price inputs being used represent distressed sales.  These provisions of ASC topic 820 reaffirm the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive.  These provisions of ASC topic 820 apply to all assets and liabilities within the scope of accounting pronouncements that require or permit fair value measurements.  The provisions of ASC topic 820 that relate to the determination of fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying transactions that are not orderly, is effective for interim and annual periods ending after June 15, 2009.  The Company adopted these provisions of ASC topic 820 relating to these considerations for its fiscal quarter ended June 30, 2009.  The adoption of ASC topic 820 relating to these considerations did not have a material impact on the Company’s fair value measurements.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

In April 2009, the FASB issued Staff Position No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP No. FAS 115-2 and FAS 124-2”).  Effective July 1, 2009, FSP No. FAS 115-2 and FAS 124-2 was superseded and replaced by certain provisions of ASC topic 320, “Investments - Debt and Equity Securities” (“ASC topic 320”).  These provisions of ASC topic 320 require companies, among other things, to bring greater consistency to the timing of impairment recognition and provide for greater clarity about the credit and non-credit components of impaired debt securities that are not expected to be sold.  These provisions of ASC topic 320 also require increased and timelier disclosures regarding expected cash flows, credit losses and an aging of securities with unrealized losses.  These provisions of ASC topic 320 are effective for interim and annual periods ending after June 15, 2009.  The Company adopted these provisions of ASC topic 320 for its fiscal quarter ended June 30, 2009 and recognized the effect of applying them as a change in accounting principle.  The Company recognized an $8,528, net of income taxes, cumulative effect adjustment upon initially applying these provisions of ASC topic 320 as an increase to retained earnings with a corresponding decrease to accumulated other comprehensive income (loss).

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events” (“SFAS No. 165”).  Effective July 1, 2009, SFAS No.165 was superseded and replaced by certain provisions of ASC topic 855, “Subsequent Events” (“ASC topic 855”).  These provisions of ASC topic 855 require companies to establish principles and requirements for subsequent events.  Specifically, these provisions of ASC topic 855 require the disclosure of the period after the balance sheet date through which management has evaluated events and transactions that may occur for potential recognition or disclosure in a company’s financial statements.  In addition, these provisions of ASC topic 855 provide the circumstances under which the disclosures are required of an entity regarding events and circumstances that have occurred after the balance sheet date but before financial statements are issued or are available to be issued.  These provisions of ASC topic 855 are effective for interim or annual financial periods ending after June 15, 2009.  The Company adopted these provisions of ASC topic 855 for its fiscal quarter ended June 30, 2009.  The adoption of these provisions of ASC topic 855 did not have an impact on the Company’s consolidated financial position or the results of its operations.

Future adoption of new accounting pronouncements

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166 “Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140” (“SFAS No. 166”).  Effective July 1, 2009, SFAS No.166 was superseded and replaced by certain provisions of ASC topic 860, “Transfers and Servicing” (“ASC topic 860”).  Among other things, provisions of ASC topic 860 improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets, the effects of a transfer on its financial position, financial performance and cash flows, and a transferor’s continuing involvement, if any, in transferred financial assets.  The ASC topic 860 has been further amended relating to derecognition guidance and eliminating the exemption from consolidation for qualifying special-purpose entities.  These amendments to ASC topic 860 are effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009.  The Company adopted the amended provisions of ASC topic 860 for its fiscal year beginning January 1, 2010.  The adoption of these provisions of ASC topic 860 did not have a material impact on the Company’s consolidated financial position or the results of its operations.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS No. 167”).  Effective July 1, 2009, SFAS No.167 was superseded and replaced by certain provisions of ASC topic 810.  These provisions of ASC topic 810 require reconsideration of whether an enterprise was the primary beneficiary of a variable interest entity (“VIE”) only when specific events had occurred.  The amended provisions of ASC topic 810 change the consolidation guidance applicable to a VIE.  They also amend the guidance governing the determination of whether an entity is the primary beneficiary of a VIE, and is, therefore, required to consolidate the VIE.  The amended provisions of ASC topic 810 also requires enhanced disclosures about an entity’s involvement with a VIE.  The amended provisions of ASC topic 810 are effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009.  The Company adopted the amended provisions of ASC topic 810 for its fiscal year beginning January 1, 2010.  The adoption of these provisions of ASC topic 810 did not have a material impact on the Company’s consolidated financial position or the results of its operations.  In January 2010, the FASB moved to finalize an Accounting Standards Update (“ASU”) to defer the effective date of ASC topic 810 as it relates to a reporting enterprise’s interest in certain entities and for certain money market mutual funds.

3.  Discontinued Operations

On April 1, 2008, the Company and certain of its subsidiaries completed the sale of substantially all of their healthcare insurance business to a subsidiary of CIGNA Corporation (“CIGNA”) for $1.5 billion in cash.  During the year ended December 31, 2008, the Company recognized a gain in the amount of $681,528, net of income taxes, upon completion of the transaction.  Income from discontinued operations for the year ended December 31, 2008 includes charges in the amount of $63,739, net of income taxes, related to costs associated with the sale. The business that was sold, formerly reported as the Company’s Healthcare segment, was the vehicle through which it marketed and administered group life and health insurance to small, mid-sized and national employers.  CIGNA acquired from the Company the stop loss, group life, group disability, group medical, group dental, group vision, group prescription drug coverage and group accidental death and dismemberment insurance business in the United States and the Company’s supporting information technology infrastructure through a combination of 100% indemnity reinsurance agreements, renewal rights, related administrative service agreements and the acquisition of certain of the Company’s subsidiaries.  The Company retained a small portion of its healthcare business and reports it within its Individual Markets segment.  As discussed in Note 17, the Company’s business is now comprised of its Individual Markets, Retirement Services and Other segments. The statements of income and balance sheets of the disposed business activities are presented as discontinued operations for all periods presented in the consolidated financial statements.

In addition, the Company and CIGNA entered into a Transition Services Agreement (the “Transition Agreement”) whereby the Company will provide certain information technology and administrative and legal services on behalf of CIGNA for a period of up to twenty-four months.  CIGNA pays the Company pre-determined monthly fees for these services and reimburses it for other expenditures it makes under the terms of the Transition Agreement.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following table summarizes the classifications of assets and liabilities of discontinued operations at December 31, 2009 and 2008:

	December 31,
Assets	2009		2008
Reinsurance receivable	$	87,719	$	124,089
Total assets	$	87,719	$	124,089
Liabilities
Future policy benefits	$	56,219	$	39,776
Policy and contract claims		31,500		84,313
Total liabilities	$	87,719	$	124,089

The following table summarizes selected financial information included in income from discontinued operations in the consolidated statements of income for the years ended December 31, 2009, 2008 and 2007:

	Year Ended December 31,
	2009		2008			2007
Revenues from discontinued operations	$	-	$	317,658		$	1,343,961
Benefits and expenses from discontinued operations		-		346,398			1,165,108
Income (loss) from discontinued operations, net of income tax expense (benefit) $ - , ($19,258), and $85,707		-		(28,740	)		178,853
Gain on sale of discontinued operations, net of income taxes of $ - , $408,094 and $ -		-		681,528			-
Income from discontinued operations	$	-	$	652,788		$	178,853

The Company adopted a restructuring plan in connection with the sale of its Healthcare segment.  The restructuring plan consisted of a structural reorganization which will enable the Company to operate effectively in its present business environment.  The liability is included in other liabilities in the consolidated balance sheets.  The amounts incurred during the period and adjustments to original estimates during the period have been charged (credited) to income from discontinued operations in the consolidated statement of income for the year ended December 31, 2008.  At December 31, 2009, the restructuring plan was substantially complete.

The following is a reconciliation of the liability that the Company recorded related to the restructuring plan:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

	Severance, retention and other employee related costs
Balance, April 1, 2008	$	-
Amount incurred		49,202
Adjustments to original estimates, net		(6,268	)
Cash payments and other settlements		(30,222	)
Balance, December 31, 2008		12,712
Cash payments and other settlements		(13,283	)
Other adjustments		1,726
Balance, December 31, 2009	$	1,155

The Company incurred net expenses in the amount of $42,934 during the year ended December 31, 2008 related to the restructuring plan and does not anticipate incurring significant additional costs in the future.  The restructuring plan is substantially complete at December 31, 2009.

4.  Undistributed Earnings on Participating Business

During the first quarter of 2008, the liability for undistributed earnings on participating business decreased by $207,785 in connection with a long-standing assumption reinsurance agreement under which the Company had reinsured a block of participating policies.  In addition, the agreement also required the Company to perform an analysis as of March 31, 2008, to determine whether the policyholders were eligible for a special dividend.  Based on the Company’s analysis, it was determined that a special dividend was not required and, accordingly, the liability was released.  An income tax provision was recorded on the undistributed earnings when those earnings occurred.  Accordingly, there was no income tax provision recorded at the time of the liability release.  On January 1, 2008, the Company began recognizing the net earnings on these policies in its net income.  A liability for undistributed earnings on participating business remains for those participating policies that are not subject to this reinsurance agreement.

5.  Related Party Transactions

Included in the consolidated balance sheets at December 31, 2009 and 2008 are the following related party amounts:

	December 31,
	2009		2008
Reinsurance receivable	$	452,510	$	425,369
Future policy benefits		2,293,712		2,393,013

Included in the consolidated statements of income for the years ended December 31, 2009, 2008 and 2007 are the following related party amounts:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

	Year Ended December 31,
	2009			2008			2007
Premium income, net of related party premiums ceded of $3,411, $3,662,and $1,391,518	$	137,085		$	155,752		$	(1,146,908	)
Life and other policy benefits, net of reinsurance recoveries of $7,415, $7,356 and $737		118,624			120,999			103,765
Increase (decrease) in future policy benefits		(45,960	)		(42,180	)		(1,539,777	)

The Company provides administrative and operational services for the United States operations of The Great-West Life Assurance Company (“GWL”) and the United States operations of The Canada Life Assurance Company (“CLAC”), wholly-owned subsidiaries of Lifeco.  The Company also provides investment services for London Reinsurance Group, an indirect subsidiary of GWL.  The following table presents revenue and expense reimbursement from related parties for services provided pursuant to these service agreements for the years ended December 31, 2009, 2008 and 2007.  These amounts, in accordance with the terms of the various contracts, are based upon estimated costs incurred, including a profit charge, and resources expended based upon the number of policies, certificates in-force and/or administered assets.

	Year Ended December 31,
	2009		2008		2007
Investment management revenue included in fee income and net investment income	$	7,334	$	7,856	$	7,959
Administrative and underwriting expense reimbursements included as a reduction to general insurance expense		944		1,092		1,255
Total	$	8,278	$	8,948	$	9,214

The following table summarizes amounts due from parent and affiliates at December 31, 2009 and 2008:

			December 31,
Related party	Indebtedness	Due Date	2009		2008
GWL&A Financial Inc.	On account	On demand	$	17,248	$	37,097
Great-West Lifeco U.S. Inc.	On account	On demand		177,716		-
Great-West Lifeco Finance LP	On account	On demand		598		-
Great-West Life & Annuity Insurance
Capital (Nova Scotia) Co.	On account	On demand		142		716
Great-West Life & Annuity Insurance
Capital (Nova Scotia) Co. II	On account	On demand		237		2,079
Putnam Investments LLC	On account	On demand		125		207
The Great-West Life Assurance Company	On account	On demand		-		1,694
The Crown Life Insurance Company	On account	On demand		491		-
Other related party receivables	On account	On demand		140		-
Total			$	196,697	$	41,793

The following table summarizes amounts due to parent and affiliates at December 31, 2009 and 2008:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

			December 31,
Related party	Indebtedness	Due Date	2009		2008
GWL&A Financial Inc. 1	Surplus note	November 2034	$	194,218	$	194,206
GWL&A Financial Inc. 2	Surplus note	May 2046		333,400		333,400
GWL&A Financial Inc.	Note interest	May 2010		4,701		4,701
Great-West Lifeco Finance LP II	On account	On demand		2,223		-
The Great-West Life Assurance Company	On account	On demand		1,352		-
The Canada Life Assurance Company	On account	On demand		1,669		1,563
Total			$	537,563	$	533,870

¹  A note payable to GWL&A Financial was issued as a surplus note on November 15, 2004, with a face amount of $195,000 and carrying amounts of $194,218 and $194,206 at December 31, 2009 and 2008, respectively.  The surplus note bears interest at the rate of 6.675% per annum, payable in arrears on each May 14 and November 14.  The note matures on November 14, 2034.

²  A note payable to GWL&A Financial was issued as a surplus note on May 19, 2006, with a face amount and carrying amount of $333,400.  The surplus note bears interest initially at the rate of 7.203% per annum, payable in arrears on each May 16 and November 16 until May 16, 2016.  After May 16, 2016, the surplus note bears an interest rate of 2.588% plus the then-current three-month London Interbank Offering Rate.  The surplus note is redeemable by the Company at the principal amount plus any accrued and unpaid interest after May 16, 2016.  The note matures on May 16, 2046.

Payments of principal and interest under the surplus notes shall be made only out of surplus funds of the Company and only with prior written approval of the Commissioner of Insurance of the State of Colorado when the Commissioner of Insurance is satisfied that the financial condition of the Company warrants such action pursuant to applicable Colorado law.  Payments of principal and interest on the surplus notes are payable only if at the time of such payment and after giving effect to the making thereof, the Company’s surplus would not fall below two and one half times the authorized control level as required by the most recent risk-based capital calculations.

Interest expense attributable to these related party debt obligations was $37,042, for each of the three years ended December 31, 2009.

On June 1, 2007, the Company’s Individual Markets segment terminated its reinsurance agreement with an affiliate, CLAC, pursuant to which it had assumed 80% of certain United States life, health and annuity business on a coinsurance and coinsurance with funds withheld basis.  The Company recorded, at fair value, the following in its consolidated statement of income in connection with the termination of the reinsurance agreement:

Premium income	$	(1,387,179	)
Net investment income		58,569
Net realized losses on investments		(14,797	)
Total revenues		(1,343,407	)
Decrease in reserves		(1,453,145	)
Provision for policyholders' share of earnings on participating business		8,161
Amortization of deferred acquisition costs and value of business acquired		62,961
Total benefits and expenses		(1,382,023	)
Income before income taxes		38,616
Income taxes		16,372
Net income	$	22,244

The Company’s wholly owned subsidiary, Great-West Life & Annuity Insurance Company of South Carolina (“GWSC”) and CLAC are parties to a reinsurance agreement pursuant to which GWSC assumes term life insurance from CLAC.  GWL&A Financial obtained two letters of credit for the benefit of the Company as collateral under the GWSC and CLAC reinsurance agreement for policy liabilities and capital support.  The first letter of credit is for $1,006,200 and renews annually until it expires on December 31, 2025.  The second letter of credit is for $70,000 and renews annually for an indefinite period of time.  At December 31, 2009 and 2008 there were no outstanding amounts related to the letters of credit.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Included within reinsurance receivable in the consolidated balance sheets are $407,154 and $376,378 of funds withheld assets as of December 31, 2009 and 2008, respectively.  CLAC pays the Company interest on the funds withheld balance at a rate of 4.55% per annum.

A subsidiary of the Company, GW Capital Management, LLC, serves as a Registered Investment Advisor to Maxim Series Fund, Inc. an affiliated open-end management investment company and to several affiliated insurance company separate accounts.   Included in fee income on the consolidated statements of income is $52,540, $61,403 and $73,495 of advisory and management fee income from these affiliated entities for the years ended December 31, 2009, 2008 and 2007, respectively.

The Company’s separate accounts invest in shares of Maxim Series Fund, Inc. and Putnam Funds which are affiliates of the Company, and shares of other non-affiliated mutual funds and government and corporate bonds.  The Company’s separate accounts include mutual funds or other investment options that purchase guaranteed interest annuity contracts issued by the Company.  During the years ended December 31, 2009 and 2008, these purchases totaled $149,302 and $64,723 respectively.  As the general account investment contracts are also included in the separate account balances in the accompanying consolidated balance sheets, the Company has reduced the separate account assets and liabilities by $364,233 and $265,299 at December 31, 2009 and 2008, respectively, to eliminate these amounts in its consolidated balance sheets at those dates.

On September 30, 2009, the Company’s wholly-owned subsidiary, Canada Life Insurance Company of America, merged into GWLA with GWLA being the surviving entity.  The completion of the merger did not have an impact on the Company’s consolidated financial statements.

6.  Summary of Investments

The following table summarizes fixed maturity investments and equity securities classified as available-for-sale and the amount of other-than-temporary impairments (“OTTI”) included in accumulated other comprehensive income (loss) (“AOCI”) at December 31, 2009:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

	December 31, 2009
Fixed maturities:	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value and carrying value		OTTI included in AOCI
U.S. government direct obligations and U.S. agencies	$	1,972,541	$	77,068	$	10,815	$	2,038,794	$	-
Obligations of U.S. states and their subdivisions		1,247,854		120,211		4,214		1,363,851		-
Foreign governments		461		4		-		465		-
Corporate debt securities		7,030,032		316,599		216,886		7,129,745		10,049
Asset-backed securities		2,268,789		3,221		383,965		1,888,045		13,422
Residential mortgage-backed securities		842,427		4,533		75,897		771,063		-
Commercial mortgage-backed securities		703,864		8,058		35,792		676,130		-
Collateralized debt obligations		51,831		332		2,443		49,720		-
Total fixed maturities	$	14,117,799	$	530,026	$	730,012	$	13,917,813	$	23,471
Equity investments:
Consumer products	$	4	$	66	$	2	$	68	$	-
Equity mutual funds		15,695		5,537		450		20,782		-
Airline industry		3,161		1,673		5		4,829		-
Total equity investments	$	18,860	$	7,276	$	457	$	25,679	$	-

The following table summarizes fixed maturity investments and equity securities classified as available-for-sale at December 31, 2008:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

	December 31, 2008
Fixed Maturities:	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value and carrying value
U.S. government direct obligations and U.S. agencies	$	2,356,143	$	81,084	$	6,601	$	2,430,626
Obligations of U.S. states and their subdivisions		1,173,185		10,026		34,443		1,148,768
Foreign governments		1,140		12		-		1,152
Corporate debt securities		5,589,524		51,728		615,647		5,025,605
Asset-backed securities		2,521,704		960		667,006		1,855,658
Residential mortgage-backed securities		883,250		5,114		127,042		761,322
Commercial mortgage-backed securities		792,083		109		110,919		681,273
Collateralized debt obligations		77,646		-		8,514		69,132
Total fixed maturities	$	13,394,675	$	149,033	$	1,570,172	$	11,973,536
Equity investments:
Consumer products	$	4	$	52	$	2	$	54
Equity mutual funds		14,563		2,161		962		15,762
Airline industry		1,763		211		-		1,974
Total equity investments	$	16,330	$	2,424	$	964	$	17,790

See Note 7 for additional information on policies regarding estimated fair value of fixed maturity and equity investments.

The amortized cost and estimated fair value of fixed maturity investments classified as available-for-sale at December 31, 2009, by contractual maturity date, are shown in the table below.  Actual maturities will likely differ from these projections because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	December 31, 2009
	Amortized cost		Estimated fair value
Maturing in one year or less	$	608,935	$	635,230
Maturing after one year through five years		2,790,982		2,950,213
Maturing after five years through ten years		2,759,990		2,926,744
Maturing after ten years		2,317,073		2,185,437
Mortgage-backed and asset-backed securities		5,640,819		5,220,189
	$	14,117,799	$	13,917,813

Mortgage-backed and asset-backed securities include collateralized mortgage obligations that consist primarily of sequential and planned amortization classes with final stated maturities up to thirty years and expected average lives of up to fifteen years.

The following table summarizes information regarding the sales of fixed maturity investments classified as available-for-sale for the years ended December 31, 2009, 2008 and 2007:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

	Year Ended December 31,
	2009			2008			2007
Proceeds from sales	$	2,258,653		$	2,696,635		$	2,488,042
Gross realized investment gains from sales		42,375			50,173			30,834
Gross realized investment losses from sales		(267	)		(1,456	)		(4,309	)

Gross realized gains and losses from sales were primarily attributable to changes in interest rates, sales of securities acquired in the current year and gains on repurchase agreement transactions.  These gains and losses are determined on a specific identification basis.

The Company has fixed maturity securities with fair values in the amounts of $7,979 and $0 that have been non-income producing for the twelve months preceding December 31, 2009 and 2008, respectively. These securities were written down to their fair value in the period they were deemed to be other-than-temporarily impaired.

Derivative financial instruments - The Company makes limited use of derivative financial instruments for risk management purposes associated with its invested assets.  Derivatives are not used for speculative purposes.  While the Company purchases all derivatives as hedges to manage risk, hedge accounting has not been elected for some derivative transactions.  To manage the Company’s interest rate risk on certain floating rate debt securities, interest rate swap agreements are used to effectively convert the floating rate on the underlying asset to a fixed rate.  In order to manage the risk of a change in the fair value of certain assets, interest rate futures are utilized.  Interest rate futures are also used to manage the interest rate risks of forecasted acquisitions of fixed rate maturity investments.  Foreign currency exchange rate risk associated with bonds denominated in other than U.S. dollars is managed through the use of foreign currency exchange contracts.  Interest rate swaptions are used to manage the potential variability in future interest payments on certain insurance products due to a change in credited interest rates and the related change in cash flows due to increased surrenders.  These transactions are entered into pursuant to master agreements that provide for a single net payment to be made by one party to the other on a daily basis, periodic payment dates, or at the due date, expiration or termination of the agreement.

The Company controls the credit risk of its derivative contracts through credit approvals, limits, monitoring procedures and in some cases, requiring collateral.  The Company’s exposure is limited to the portion of the fair value of derivative instruments which exceeds the value of the collateral held and not to the notional or contractual amounts of the derivatives.  Counterparty credit risk was evaluated and fair values were adjusted accordingly at December 31, 2009 and 2008.  As the Company enters into derivative transactions only with high quality institutions, no realized losses associated with non-performance of derivative financial instruments have occurred.  The Company had no derivatives with credit-risk-related contingent features at either December 31, 2009 or 2008.

Interest rate swaptions in a net asset position have cash pledged as collateral to the Company in accordance with the collateral support agreements with the counterparty.  As of December 31, 2009, the $4.3 million unrestricted cash received is included in other assets and the obligation to return is included in other liabilities.

The Company may purchase a financial instrument that contains a derivative instrument that is “embedded” in the financial instrument.  Upon purchasing the instrument, the Company determines if (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify as a derivative instrument.  If the Company determines that these conditions are met, the embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative.

Fair value hedges - Interest rate futures are used to manage the risk of the change in the fair value of certain fixed rate maturity investments.  The Company’s derivatives treated as fair value hedges are eligible for hedge accounting.  Changes in the fair value of the hedging derivative, including amounts measured as ineffective, and changes in the fair value of the hedged item are reported within net investment income.  Hedges closed are reported in realized investment gains (losses).

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The Company’s use of derivatives treated as fair value hedges has been nominal during the last three years.  There was no hedge ineffectiveness during the years ended December 31, 2009, 2008 and 2007.

Cash flow hedges - Interest rate swap agreements are used to convert the interest rate on certain debt securities from a floating rate to a fixed rate.  Foreign currency exchange contracts are used to manage the foreign exchange rate risk associated with bonds denominated in other than U.S. dollars.  Interest rate futures are used to manage the interest rate risks of forecasted acquisitions of fixed rate maturity investments.  Unrealized derivative gains and losses from the effective portion of cash flow hedges are included in accumulated other comprehensive income (loss) and are reclassified into earnings at the time interest income is recognized on the hedged item.

Hedge ineffectiveness in the amount of $6, $1,510 and $606 was recorded as an increase to net investment income during the years ended December 31, 2009, 2008, and 2007, respectively.

Derivative net gains in the amounts of $606 and $4,732 were reclassified to net investment income during the years ended December 31, 2009 and 2008, respectively while a derivative net loss in the amount of $1,275 was reclassified to net investment income during the year ended December 31, 2007.  As of December 31, 2009, the Company estimates that $8,828 of net derivative gains included in accumulated other comprehensive income (loss) will be reclassified into net income within the next twelve months.

Derivatives not designated as hedging instruments - The Company attempts to match the timing of when interest rates are committed on insurance products with other new investments.  However, timing differences may occur and can expose the Company to fluctuating interest rates.  To offset this risk, the Company uses U.S. Treasury futures contracts.  The Company also utilizes U.S. Treasury futures as a method of adjusting the duration of the overall portfolio.  Interest rate swaptions are used to manage the potential variability in future interest payments on certain insurance products due to a change in credited interest rates and the related change in cash flows due to increased surrenders.  Although management believes the above-mentioned derivatives are effective hedges from an economic standpoint, they do not meet the requirements for hedge accounting treatment.  Changes in the fair value of a derivative instrument that has not been designated as a hedging instrument are recorded in current period net investment income and total realized investment gains (losses).

During the years ended December 31, 2009, 2008 and 2007, decreases in the amounts of $2,627, $0 and $75, respectively, were recognized in net income from market value changes of derivatives not receiving hedge accounting treatment.

The following tables summarize derivative financial instruments at December 31, 2009 and 2008:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Derivative instruments:

	December 31, 2009
	Notional amount		Number of contracts		Strike/Swap rate			Maturity
Interest rate swaps	$	156,500		13		0.19%-0.43	%	February 2012-
								February 2045
Foreign currency contracts		30,000		1		N/A		December 2016
Futures:
Thirty year U.S. Treasury:
Short position		83,100		831		N/A		March 2010
Ten year U.S. Treasury:
Short position		54,400		544		N/A		March 2010
Five year U.S. Treasury:
Short position		27,700		277		N/A		March 2010
Interest rate swaptions		1,140,000		60		9.90%-10.10	%	November 2010-
								September 2015

	December 31, 2008
	Notional Amount		Strike/Swap Rate			Maturity
Interest rate swaps	$	325,966		0.44%-1.75	%	March 2009-
						February 2045
Foreign currency exchange contracts		52,001		N/A		March 2014-
						December 2016
Futures:
Thirty year U.S Treasury:
Short position		40,500		N/A		March 2009

The following tables present derivative instruments in the consolidated balance sheet at December 31, 2009:

	Asset derivatives				Liability derivatives
	December 31, 2009				December 31, 2009
	Fair value		Balance sheet location		Fair value		Balance sheet location
Derivatives designated as hedging instruments:
Interest rate swaps	$	14,690		(A)	$	-
Foreign currency exchange contracts		-				3,317		(B)
Total	$	14,690			$	3,317

(A)  Other assets

(B)  Other liabilities

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

	Asset derivatives				Liability derivatives
	December 31, 2009				December 31, 2009
			Balance sheet				Balance sheet
	Fair value		location		Fair value		location
Derivatives not designated as hedging instruments:
Interest rate swaptions	$	8,460		(A)	$	-
	$	8,460			$	-
Total

(A)  Other assets

The following tables present the effect of derivative instruments in the statement of income for the year ended December 31, 2009:

	Gain (loss) recognized in AOCI on derivatives (Effective portion)			Gain (loss) reclassified from AOCI into income (Effective portion)				Gain (loss) recognized in income on derivatives (Ineffective portion and amount excluded from effectiveness testing)
	Year ended December 31, 2009			Year ended December 31, 2009		Income statement location		Year ended December 31, 2009		Income statement location
Cash flow hedges:
Interest rate swaps	$	(52,350	)	$	553		(A)	$	6		(A)
Foreign currency exchange contracts		(5,334	)		-				-
Interest rate futures		466			53		(A)		-
Total	$	(57,218	)	$	606			$	6

(A)  Net investment income

	Gain (loss) recognized in net income on derivatives					Gain (loss) recognized in net income on hedged assets
	Year ended December 31, 2009			Income statement location		Year ended December 31, 2009			Income statement location
Fair value hedges:
Interest rate futures	$	6,030			(A)	$	-
Interest rate futures		(1,124	)		(B)		-
Items hedged in interest rate futures		-					(4,691	)		(A)
Total	$	4,906				$	(4,691	)

(A)  Net investment income

(B)  Realized investment gains (losses), net

	Gain (loss) recognized in					Gain (loss) recognized in
	net income on derivatives					net income on hedged assets
	Year ended December 31, 2009			Income statement location		Year ended December 31, 2009		Income statement location
Derivatives not designated as hedging instruments
Interest rate futures	$	3,714			(A)	$	-
Interest rate futures		(2,781	)		(B)		-
Interest rate swaptions		(3,560	)		(A)		-
Total	$	(2,627	)			$	-

(A)  Net investment income

(B)  Realized investment gains (losses), net

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Mortgage loans - In 2009, the average balance of impaired mortgage loans during the year was $289. There were no impaired mortgage loans at December 31, 2008 or December 31, 2007.

The following table summarizes activity in the allowance for mortgage loan credit losses for the years 2009, 2008 and 2007:

	Year Ended December 31,
	2009			2008			2007
Balance, January 1	$	8,834		$	9,448		$	15,661
Release of provision		(152	)		(614	)		(6,213	)
Increase of provision		6,172			-			-
Balance, December 31	$	14,854		$	8,834		$	9,448

The changes to the allowance for mortgage loan credit losses are recorded in net realized gains (losses) on investments.

Equity investments - The carrying value of the Company’s equity investments was $25,679 and $17,790 at December 31, 2009 and 2008, respectively.

Limited partnership interests and limited liability corporation interests - Limited partnership interests are accounted for using the cost method of accounting.  The Company uses this method since it has a minor equity interest and virtually no influence over the entity’s operations.  Also included in limited partnership interests are limited partnerships established for the purpose of investing in low-income housing that qualify for federal and state tax credits.  These securities are carried at amortized cost as determined using the effective yield method.  At December 31, 2009 and 2008, the Company had $253,605 and $293,956, respectively, invested in limited partnerships and limited liability corporations.

The Company makes commitments to fund partnership interests in the normal course of its business.  The amounts of unfunded commitments at December 31, 2009 and 2008 were $27,034 and $33,289, respectively.

Securities pledged, special deposits and securities lending - The Company pledges investment securities it owns to unaffiliated parties related to interest rate futures transactions.  The fair value of margin deposits related to futures contracts was approximately $4,955 and $1,600 at December 31, 2009 and 2008, respectively.

The Company had securities on deposit with governmental authorities as required by certain insurance laws with fair values in the amounts of $13,599 and $37,220 at December 31, 2009 and 2008, respectively.

The Company participates in a securities lending program whereby securities, which are included in invested assets in the accompanying consolidated balance sheets, are loaned to third parties.  Securities with a cost or amortized cost in the amounts of $34,940 and $32,788 and estimated fair values in the amounts of $37,081 and $41,321 were on loan under the program at December 31, 2009 and 2008, respectively.  The Company received restricted cash collateral in the amounts of $38,296 and $43,205 at December 31, 2009 and 2008, respectively.

Impairment of fixed maturity and equity investments classified as available-for-sale -  The Company classifies the majority of its fixed maturity investments and all of its equity investments as available-for-sale and records them at fair value with the related net unrealized gain or loss, net of policyholder related amounts and deferred taxes, in accumulated other comprehensive income (loss) in the stockholder’s equity section in the accompanying consolidated balance sheets.  All available-for-sale securities with gross unrealized losses at the balance sheet date are subjected to the Company’s process for the identification and evaluation of other-than-temporary impairments.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The assessment of whether an other-than-temporary impairment has occurred on securities where management does not intend to sell the fixed maturity investment and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, is based upon management’s case-by-case evaluation of the underlying reasons for the decline in fair value.  Management considers a wide range of factors, as described below, regarding the security issuer and uses its best judgment in evaluating the cause of the decline in its estimated fair value and in assessing the prospects for near-term recovery.  Inherent in management’s evaluation of the security are assumptions and estimates about the issuer’s operations and ability to generate future cash flows.  While all available information is taken into account, it is difficult to predict the ultimate recoverable amount from a distressed or impaired security.

Considerations used by the Company in the impairment evaluation process include, but are not limited to, the following:

· Fair value is below cost.

· The decline in fair value is attributable to specific adverse conditions affecting a particular instrument, its issuer, an industry or geographic area.

· The decline in fair value has existed for an extended period of time.

· The fixed maturity investment has been downgraded by a credit rating agency.

· The financial condition of the issuer has deteriorated.

· The payment structure of the fixed maturity investment and the likelihood of the issuer being able to make payments that increase in the future.

· Dividends have been reduced or eliminated or scheduled interest payments have not been made.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Unrealized losses on fixed maturity and equity investments classified as available-for-sale

The following tables summarize unrealized investment losses, including the non-credit-related portion of other-than-temporary impairment losses reported in accumulated other comprehensive income (loss), by class of investment at December 31, 2009 and 2008:

	December 31, 2009
	Less than twelve months				Twelve months or longer				Total
Fixed maturities:	Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI
U.S. government direct obligations and U.S. agencies	$	535,595	$	10,502	$	19,330	$	313	$	554,925	$	10,815
Obligations of U.S. states and their subdivisions		132,151		4,214		608		-		132,759		4,214
Corporate debt securities		673,534		74,461		1,190,858		142,425		1,864,392		216,886
Asset-backed securities		92,005		52,042		1,558,338		331,923		1,650,343		383,965
Residential mortgage-backed securities		53,623		3,629		550,036		72,268		603,659		75,897
Commercial mortgage-backed securities		-		-		297,604		35,792		297,604		35,792
Collateralized debt obligations		1,400		173		34,678		2,270		36,078		2,443
Total fixed maturities	$	1,488,308	$	145,021	$	3,651,452	$	584,991	$	5,139,760	$	730,012
Equity investments:
Consumer products	$	-	$	-	$	2	$	2	$	2	$	2
Equity mutual funds		2,374		450		-		-		2,374		450
Airline industry		694		5		-		-		694		5
Total equity investments	$	3,068	$	455	$	2	$	2	$	3,070	$	457
Total number of securities in an unrealized loss position				159				358				517

	December 31, 2008
	Less than twelve months				Twelve months or longer				Total
Fixed maturities:	Estimated fair value		Unrealized loss		Estimated fair value		Unrealized loss		Estimated fair value		Unrealized loss
U.S. government direct obligations and U.S. agencies	$	41,965	$	2,042	$	157,062	$	4,559	$	199,027	$	6,601
Obligations of U.S. states and their subdivisions		662,723		28,728		65,697		5,715		728,420		34,443
Corporate debt securities		2,271,214		213,400		1,556,161		402,247		3,827,375		615,647
Asset-backed securities		500,923		116,651		1,317,953		550,355		1,818,876		667,006
Residential mortgage-backed securities		309,373		48,668		334,562		78,374		643,935		127,042
Commercial mortgage-backed securities		300,880		35,332		349,646		75,587		650,526		110,919
Collateralized debt obligations		32,234		4,964		36,686		3,550		68,920		8,514
Total fixed maturities	$	4,119,312	$	449,785	$	3,817,767	$	1,120,387	$	7,937,079	$	1,570,172
Equity investments:
Consumer products	$	2	$	2	$	-	$	-	$	2	$	2
Equity mutual funds		2,449		962		-		-		2,449		962
Total equity investments	$	2,451	$	964	$	-	$	-	$	2,451	$	964
Total number of securities in an unrealized loss position				1,956				571				2,524

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Fixed maturity investments - Total unrealized losses decreased by $840,160 and the total number of securities in an unrealized loss position decreased by 2,010, or 80%, from December 31, 2008 to December 31, 2009.  This significant decrease in unrealized losses was across most asset classes and reflects overall recovery in market liquidity and tightening of credit spreads, although the economic uncertainty in these markets still remains.

Unrealized losses on corporate fixed maturity investments decreased by $398,761 from December 31, 2008 to December 31, 2009.  The valuation of these securities has been significantly influenced by market conditions with increased liquidity and tightening of credit spreads.  Management has classified these securities by sector, calculated as a percentage of total unrealized losses as follows:

	December 31,
Sector	2009			2008
Finance		77	%		51	%
Utility		10	%		20	%
Natural resources		4	%		9	%
Consumer		4	%		8	%
Transportation		2	%		4	%
Other		3	%		8	%
		100	%		100	%

All sectors across the corporate fixed maturity investment class had a decrease in unrealized losses.  While the proportionate percentage in the finance sector increased, the actual unrealized losses decreased by $146,978.  The finance sector has recovered more slowly than the other sectors in 2009.  At December 31, 2009, 57% of total unrealized losses on corporate debt securities (approximately $122,795 of the $216,886), were related to securities on which there has been a ratings downgrade since December 31, 2008.  Of the downgraded securities, 47% (approximately $57,135 of the $122,795) continue to be rated BBB or above.

Unrealized losses on asset-backed, residential and commercial mortgage-backed securities decreased by $283,041, $51,145, and $75,127 respectively, since December 31, 2008, generally due to tightening of credit spreads and increased market liquidity.  Although markets have improved, the continued market disruption has influenced valuations at December 31, 2009.  Unless otherwise noted below in the other-than-temporary impairment recognition section, the underlying collateral on the securities within the portfolio along with credit enhancement and/or guarantees is sufficient to expect full repayment of the principal.  See Note 7 for additional discussion regarding fair value measurements.

Future recoveries in the fair value of all available-for-sale securities will be dependent upon the return of normal market liquidity and changes in general market conditions.  While the decline in fair value has decreased, there has not yet been a full recovery in the markets and many unrealized losses have existed for longer than twelve months.  The Company believes this is attributable to general market conditions and not reflective of the financial condition of the issuer or collateral backing the securities.  The Company continually monitors its credit risk exposure to identify potential losses.

Equity investments - The decrease in unrealized losses of $507 from December 31, 2008 to December 31, 2009 is primarily due to the financial services industry.

Other-than-temporary impairment recognition - The Company adopted ASC section 320-10-65 for its fiscal quarter ended June 30, 2009.  The adoption resulted in the reclassification of the non-credit portion of previously recorded other-than-temporary impairments on securities held as of April 1, 2009.  A cumulative effect adjustment of $8,528 was recorded as an increase to retained earnings with a corresponding decrease to accumulated other comprehensive income (loss) in the consolidated statement of stockholder’s equity.  The following table summarizes the components of the cumulative effect adjustment:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Increase in amortized cost of fixed maturity available-for-sale securities	$	16,680
Change in deferred acquisition costs and value of business acquired		(3,560	)
Income tax		(4,592	)
Net cumulative effect	$	8,528

The Company recorded other-than-temporary impairments on fixed maturity investments of $112,757, $87,886 and $34,485 during the years ended December 31, 2009, 2008 and 2007, respectively.  Of the $112,757, $88,134 was credit-related other-than-temporary impairment on asset-backed securities with underlying collateral backed by home improvement loans guaranteed by Financial Guaranty Insurance Company.  During 2009, $13,422 was non-credit other-than-temporary impairment reclassified to other comprehensive income.  During 2009, all other-than-temporary impairments on fixed maturity investments were related to continuing operations.  Of the $87,886 recorded during the years ended December 31, 2008, $4,372 was related to discontinued operations and $83,514 was related to continuing operations. The Company recorded other-than-temporary impairments on equity securities of $7, $3,512 and $389 during the years ended December 31, 2009, 2008 and 2007, respectively.

The other-than-temporary impairments of fixed maturity securities where a portion was related to non-credit losses which were recognized in net realized capital gains (losses) in the consolidated statement of income, is summarized as follows:

Bifurcated credit loss balance, April 1, 2009	$	43,871
Non-credit losses reclassified out of retained earnings into AOCI		(16,680	)
Additions:
Initial impairments - credit loss recognized on securities not previously impaired		88,134
Bifurcated credit loss balance, December 31, 2009	$	115,325

The credit loss portion on fixed maturities was determined as the difference between the securities’ amortized cost and the present value of expected future cash flows.  These expected cash flows were determined using judgment and the best information available to the Company and were discounted at the securities’ original effective interest rate.  Inputs used to derive expected cash flows included default rates, credit ratings, collateral characteristics and current levels of subordination.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Net Investment Income

The following table summarizes net investment income for the years ended December 31, 2009, 2008 and 2007:

	Year Ended December 31,
	2009			2008			2007
Investment income:
Fixed maturity and short-term investments	$	795,323		$	766,625		$	782,013
Equity investments		532			1,240			2,260
Mortgage loans on real estate		85,116			73,838			66,994
Policy loans		244,140			218,687			205,772
Limited partnership interests		2,514			2,601			10,887
Interest on funds withheld balances under reinsurance agreements		18,779			14,413			21,199
Change in fair value of an embedded derivative contained in a reinsurance agreement		-			-			(5,521	)
Other, including interest income (expense) from related parties of $(331), ($444) and $5,240		16,240			14,331			71,734
		1,162,644			1,091,735			1,155,338
Investment expenses		(13,560	)		(13,266	)		(15,797	)
Net investment income	$	1,149,084		$	1,078,469		$	1,139,541

Realized Gains (Losses) on Investments

The following table summarizes net realized gains (losses) on investments for the years ended December 31, 2009, 2008 and 2007:

	Year Ended December 31,
	2009			2008			2007
Net realized gains (losses):
Fixed maturity and short-term investments	$	(58,208	)	$	(30,797	)	$	(9,570	)
Equity investments		7			(4,162	)		(48	)
Mortgage loans on real estate		1,091			2,568			3,202
Limited partnership interests		-			1,112			(38	)
Other		(4,258	)		9,583			590
Provision for mortgage impairments, net of recoveries		(6,172	)		-			3,836
Net realized gains (losses) on investments	$	(67,540	)	$	(21,696	)	$	(2,028	)

Included in net investment income are unrealized gains (losses) in the amounts of $4,749, ($969) and ($205) on held-for-trading fixed maturity investments still held at December 31, 2009, 2008 and 2007, respectively.

Included in net investment income and net realized gains (losses) on investments are amounts allocable to the participating fund account.  This allocation is based upon the activity in a specific block of invested assets that are segmented for the benefit of the participating fund account.  The amounts of net investment income allocated to the participating fund account were $4,799, $4,823 and $373,244 for the years ended December 31, 2009, 2008 and 2007, respectively.  The amounts of net realized gains (losses) allocated to the participating fund account were $234, $177 and ($4,669) for the years ended December 31, 2009, 2008 and 2007, respectively.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

7.  Fair Value Measurements

The following tables summarize the carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2009 and 2008:

	December 31, 2009				December 31, 2008
Assets	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Fixed maturities and short-term investments	$	14,546,467	$	14,546,467	$	12,378,740	$	12,378,740
Mortgage loans on real estate		1,554,132		1,570,217		1,380,101		1,373,015
Equity investments		25,679		25,679		17,790		17,790
Policy loans		3,971,833		3,971,833		3,979,094		3,979,094
Other investments		24,312		50,159		31,992		58,600
Derivative instruments		23,150		23,150		92,713		92,713
Collateral under securities lending agreements		38,296		38,296		43,205		43,205
Collateral under derivative counterparty collateral agreements		4,300		4,300		-		-
Reinsurance receivable		7,018		7,018		8,144		8,144
Separate account assets		18,886,901		18,886,901		15,121,943		15,121,943

	December 31, 2009				December 31, 2008
Liabilities	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Annuity contract reserves without life contingencies	$	7,167,733	$	7,105,090	$	6,736,101	$	6,176,405
Policyholders' funds		286,175		286,175		320,320		320,320
Repurchase agreements		491,338		491,338		202,079		202,079
Commercial paper		97,613		97,613		97,167		97,167
Payable under securities lending agreements		38,296		38,296		43,205		43,205
Payable under derivative counterparty collateral agreements		4,300		4,300		-		-
Derivative instruments		3,317		3,317		-		-
Notes payable		532,319		532,319		532,307		532,307
Separate account liabilities		18,886,901		18,886,901		15,121,943		15,121,943

Fixed maturity and equity securities

The fair values for public fixed maturity and equity securities are based upon quoted market prices or estimates from independent pricing services.  However, in cases where quoted market prices are not readily available, such as for private fixed maturity investments, fair values are estimated.  To determine estimated fair value for these instruments, the Company generally utilizes discounted cash flows calculated at current market rates on investments of similar quality and term.  Fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts of the Company’s financial instruments.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Short-term investments, securities lending agreements, repurchase agreements and commercial paper

The carrying value of short-term investments, collateral and payable under securities lending agreements, repurchase agreements and commercial paper is a reasonable estimate of fair value due to their short-term nature.

Mortgage loans on real estate

Mortgage loan fair value estimates are generally based on discounted cash flows.  A discount rate matrix is incorporated whereby the discount rate used in valuing a specific mortgage generally corresponds to that mortgage’s remaining term and credit quality.  The rates selected for inclusion in the discount rate matrix reflect rates that the Company would quote if placing loans representative in size and quality to those currently in its portfolio.

Policy loans

Policy loans accrue interest at variable rates with no fixed maturity dates; therefore, estimated fair values approximate carrying values.

Other investments

Other investments include the Company’s percentage ownership of a foreclosed lease interest in aircraft.  The estimated fair value is based on the present value of anticipated lease payments plus the residual value of the aircraft.  Also included in other investments is real estate held for investment.  The estimated fair value is based on appraised value.

Derivative counterparty agreements

Included in other assets and other liabilities at December 31, 2009 is cash collateral received from counterparties and the obligation to return the cash collateral to the counterparties.

Derivative instruments

Included in other assets at December 31, 2009 and 2008 are derivative financial instruments in the amounts of $23,150 and $92,713, respectively.  Included in other liabilities at December 31, 2009 and 2008 are derivative financial instruments in the amounts of $3,317 and $0, respectively.  The estimated fair values of over-the-counter derivatives, primarily consisting of interest rate swaps and interest rate swaptions which are held for other than trading purposes, are the estimated amounts the Company would receive or pay to terminate the agreements at the end of each reporting period, taking into consideration current interest rates, counterparty credit risk and other relevant factors.  Counterparty credit risk was evaluated and adjusted accordingly at both December 31, 2009 and 2008.

Reinsurance receivable

The carrying value of the reinsurance receivable is a reasonable estimate of fair value due to their short-term nature.

Annuity contract benefits without life contingencies

The estimated fair values of annuity contract benefits without life contingencies are estimated by discounting the projected expected cash flows to the maturity of the contracts utilizing risk-free spot interest rates plus a provision for credit risk.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Policyholders’ funds

The estimated fair values of policyholders’ funds are the same as the carrying amounts since the Company can change the interest crediting rates with thirty days notice.

Notes payable

The estimated fair values of the notes payable to GWL&A Financial are based upon discounted cash flows at current market rates on high quality investments.

Separate account assets and liabilities

Separate account assets and liabilities are adjusted to net asset value on a daily basis, which approximates fair value.

Fair value hierarchy

The Company’s assets and liabilities recorded at fair value have been categorized based upon the following fair value hierarchy:

·    Level 1 inputs utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.  Financial assets and liabilities utilizing Level 1 inputs include actively exchange-traded equity securities.

·    Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.  The fair values for some Level 2 securities were obtained from a pricing service.  The list of inputs used by the pricing service is reviewed on a quarterly basis.  The pricing service inputs include, but are not limited to, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, offers and reference data.  Level 2 securities include those priced using a matrix which are based on credit quality and average life, U.S. government and agency securities, restricted stock, some private equities, certain fixed maturity investments and some over-the-counter derivatives.  See Note 6 for further discussions of derivatives and their impact on the Company’s consolidated financial statements.

·    Level 3 inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability.  The prices of the majority of Level 3 securities were obtained from single broker quotes and internal pricing models.  Financial assets and liabilities utilizing Level 3 inputs include certain private equity, fixed maturity and over-the-counter derivative investments.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	December 31, 2009
Assets	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Fixed maturities, available-for-sale:
U.S. government direct obligations and U.S. agencies	$	-	$	2,038,794	$	-	$	2,038,794
Obligations of U.S. states and their subdivisions		-		1,363,851		-		1,363,851
Foreign governments		-		465		-		465
Corporate debt securities		-		6,940,809		188,936		7,129,745
Asset-backed securities		-		1,495,680		392,365		1,888,045
Residential mortgage-backed securities		-		771,063		-		771,063
Commercial mortgage-backed securities		-		617,860		58,270		676,130
Collateralized debt obligations		-		47,991		1,729		49,720
Total fixed maturities available-for-sale		-		13,276,513		641,300		13,917,813
Fixed maturities, held for trading:
U.S. government direct obligations and U.S. agencies		-		39,112		-		39,112
Corporate debt securities		-		50,128		-		50,128
Asset-backed securities		-		42,717		-		42,717
Commercial mortgage-backed securities		-		8,217		-		8,217
Total fixed maturities held for trading		-		140,174		-		140,174
Equity investments available-for-sale:
Consumer products		68		-		-		68
Equity mutual funds		20,277		505		-		20,782
Airline industry		4,829		-		-		4,829
Total equity investments		25,174		505		-		25,679
Short-term investments available-for-sale		55,557		432,923		-		488,480
Collateral under securities lending agreements		38,296		-		-		38,296
Other assets 1		-		23,150		-		23,150
Separate account assets 2		11,039,441		7,303,499		9,960		18,352,900
Total assets	$	11,158,468	$	21,176,764	$	651,260	$	32,986,492
Liabilities
Total liabilities 1	$	-	$	-	$	3,317	$	3,317

1 Includes derivative financial instruments.

2 Includes only separate account investments which are carried at the fair value of the underlying invested    assets owned by the separate accounts.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following tables present additional information about assets and liabilities measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Recurring Level 3 Financial Assets and Liabilities
	Year Ended December 31, 2009
	Fixed maturities available-for sale: U.S government and U.S. agencies			Fixed maturities available-for-sale: corporate debt securities			Fixed maturities available-for-sale: asset- backed securities			Fixed maturities available-for-sale: commercial mortgage-backed securities			Fixed maturities available-for-sale: collateralized debt obligations			Other assets and liabilities 1			Separate accounts
Balance, January 1, 2009	$	14,711		$	203,975		$	521,351		$	55,321		$	213		$	3,224		$	532
Realized and unrealized gains and losses:
Gains (losses) included in net income		-			(2,597	)		(84,990	)		-			-			-			-
Gains (losses) included in other comprehensive income (loss)		2,227			47,030			178,951			3,281			1,592			(6,541	)		1,902
Purchases, issuances and settlements		(256	)		(52,008	)		(124,017	)		(332	)		(12,027	)		-			7,526
Transfers in (out) of Level 3		(16,682	)		(7,464	)		(98,930	)		-			11,951			-			-
Balance, December 31, 2009	$	-		$	188,936		$	392,365		$	58,270		$	1,729		$	(3,317	)	$	9,960
Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets held at December 31, 2009	$	-		$	-		$	-		$	-		$	-		$	-		$	-

1  Includes derivative financial instruments.

Realized and unrealized gains and losses due to the changes in fair value on assets classified as Level 3 included in net income for the year ended December 31, 2009 are as follows:

	Year Ended December 31, 2009
	Net realized gains (losses) on investments			Net investment income
Realized and unrealized gains and losses included in net income for the period	$	(87,587	)	$	-

Non-recurring fair value measurements - At December 31, 2009, the Company held $1,900 of cost basis in other assets comprised of head office properties which were impaired during the year.  The property was recorded at estimated fair value and represents a non-recurring fair value measurement.  The estimated fair value was categorized as Level 2 since the fair value was based on an independent third party appraisal.  The Company has no liabilities measured at fair value on a non-recurring basis at December 31, 2009.

8.  Reinsurance

In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage and coinsurance contracts.  The Company retains a maximum liability in the amount of $3,500 of coverage per individual life.

Ceded reinsurance contracts do not relieve the Company from its obligations to policyholders.  The failure of reinsurers to honor their obligations could result in losses to the Company.  The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies.  At December 31, 2009 and 2008, the reinsurance receivables had carrying values in the amounts of $573,963 and $546,491, respectively.  Included in these amounts are $452,510 and $425,369 at December 31, 2009 and 2008, respectively, associated with reinsurance agreements with related parties.  At December 31, 2009 and 2008, 71% and 69% of the total reinsurance receivable was due from CLAC, respectively.  There were no allowances for potential uncollectible reinsurance receivables at either December 31, 2009 or 2008.  Included within life insurance in the tables below is a small portion of Healthcare business as discussed in Note 17.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following tables summarize life insurance in-force and total premium income at, and for the year ended, December 31, 2009:

	Life Insurance In-Force
	Individual			Group			Total
Written and earned direct	$	50,468,445		$	33,398,994		$	83,867,439
Reinsurance ceded		(11,468,482	)		-			(11,468,482	)
Reinsurance assumed		86,580,158			-			86,580,158
Net	$	125,580,121		$	33,398,994		$	158,979,115
Percentage of amount assumed to net		68.9	%		0.0	%		54.5	%

	Premium Income
	Life Insurance			Annuities			Total
Written and earned direct	$	431,585		$	3,039		$	434,624
Reinsurance ceded		(48,687	)		(74	)		(48,761	)
Reinsurance assumed		174,389			-			174,389
Net	$	557,287		$	2,965		$	560,252

The following tables summarize life insurance in-force and total premium income at, and for the year ended, December 31, 2008:

	Life Insurance In-Force
	Individual			Group			Total
Written and earned direct	$	51,109,750		$	32,332,557		$	83,442,307
Reinsurance ceded		(11,655,940	)		-			(11,655,940	)
Reinsurance assumed		91,066,830			-			91,066,830
Net	$	130,520,640		$	32,332,557		$	162,853,197
Percentage of amount assumed to net		69.8	%		0.0	%		55.9	%

	Premium Income
	Life Insurance			Annuities			Total
Written and earned direct	$	371,952		$	(1,153	)	$	370,799
Reinsurance ceded		(37,035	)		(141	)		(37,176	)
Reinsurance assumed		189,908			1,605			191,513
Net	$	524,825		$	311		$	525,136

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following table summarizes total premium income for the year ended, December 31, 2007:

	Premium Income
	Life Insurance			Annuities			Total
Written and earned direct	$	317,339		$	5,058		$	322,397
Reinsurance ceded		(1,406,752	)		(25,608	)		(1,432,360	)
Reinsurance assumed		252,645			51			252,696
Net	$	(836,768	)	$	(20,499	)	$	(857,267	)

9.  Deferred Acquisition Costs and Value of Business Acquired

The following table summarizes activity in deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”) for the years ended December 31, 2009, 2008 and 2007:

	DAC			VOBA			Total
Balance, January 1, 2007	$	451,215		$	53,919		$	505,134
Capitalized additions		73,062			-			73,062
Amortization and writedowns		(128,575	)		(6,995	)		(135,570	)
Unrealized investment (gains) losses		1,121			118			1,239
Purchase accounting adjustment		-			(563	)		(563	)
Balance, December 31, 2007		396,823			46,479			443,302
Capitalized additions		65,108			-			65,108
Amortization and writedowns		(55,551	)		2,852			(52,699	)
Unrealized investment (gains) losses		251,940			6,380			258,320
Balance, December 31, 2008		658,320			55,711			714,031
Capitalized additions		80,977			-			80,977
Amortization and writedowns		(64,837	)		(1,161	)		(65,998	)
Unrealized investment (gains) losses		(242,085	)		(5,881	)		(247,966	)
Balance, December 31, 2009	$	432,375		$	48,669		$	481,044

The estimated future amortization of VOBA for the years ended December 31, 2010 through December 31, 2014 is as follows:

Year Ended December 31,	Amount
2010	$	2,213
2011		2,421
2012		2,699
2013		2,929
2014		3,119

10.  Goodwill and Other Intangible Assets

The balances of and changes in goodwill, all of which is within the Retirement Services segment, for the years ended December 31, 2009 and 2008 are as follows:

Balance, January 1, 2008	$	101,655
Purchase price accounting adjustment		3,600
Balance, December 31, 2008 and 2009	$	105,255

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following tables summarize other intangible assets, all of which are within the Retirement Services segment, as of December 31, 2009 and 2008:

	December 31, 2009
	Gross carrying amount		Accumulated amortization			Net book value
Customer relationships	$	36,314	$	(10,039	)	$	26,275
Preferred provider agreements		7,970		(4,613	)		3,357
Total	$	44,284	$	(14,652	)	$	29,632

	December 31, 2008
	Gross carrying amount		Accumulated amortization			Net book value
Customer relationships	$	36,314	$	(7,249	)	$	29,065
Preferred provider agreements		7,970		(3,211	)		4,759
Total	$	44,284	$	(10,460	)	$	33,824

Amortization expense for other intangible assets included in general insurance expenses was $4,192, $4,725 and $4,699 for the years ended December 31, 2009, 2008 and 2007, respectively.  Except for goodwill, the Company has no intangible assets with indefinite lives.

The estimated future amortization of other intangible assets using current assumptions, which are subject to change, for the years ended December 31, 2010 through December 31, 2014 is as follows:

Year Ended December 31,	Amount
2010	$	3,996
2011		3,793
2012		3,590
2013		3,410
2014		3,215

11.  Commercial Paper

The Company maintains a commercial paper program that is partially supported by a $50,000 corporate credit facility (See Note 20).

The following table provides information regarding the Company’s commercial paper program at December 31, 2009 and 2008:

	December 31,
	2009			2008
Commercial paper outstanding	$	97,613		$	97,167
Maturity range (days)		7 - 20			6 - 28
Interest rate range		0.3%- 0.4	%		0.6% - 2.4	%

12.  Stockholder’s Equity and Dividend Restrictions

At December 31, 2009 and 2008, the Company had 50,000,000 shares of $1 par value preferred stock authorized, none of which were issued or outstanding at either date.  In addition, the Company has 50,000,000 shares of $1 par value common stock authorized, 7,032,000 of which were issued and outstanding at both December 31, 2009 and 2008.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

GWLA’s net income and capital and surplus, as determined in accordance with statutory accounting principles and practices as prescribed by the National Association of Insurance Commissioners, for the years ended December 31, 2009, 2008 and 2007 are as follows:

	Year Ended December 31,
	2009		2008		2007
	(Unaudited)
Net income	$	282,033	$	247,957	$	562,309
Capital and surplus		1,375,267		901,429		1,846,170

Dividends are paid as determined by the Board of Directors, subject to restrictions as discussed below.  During the years ended December 31, 2009, 2008 and 2007, the Company paid dividends in the amounts of $24,682, $1,772,293 and $604,983, respectively, to its parent company, GWL&A Financial.  Dividends paid during 2008 were paid in part using the proceeds received from the sale of the Company’s Healthcare business as discussed in Note 3.

The maximum amount of dividends that can be paid to stockholders by insurance companies domiciled in the State of Colorado, without prior approval of the Insurance Commissioner, is subject to restrictions relating to statutory capital and surplus and statutory net gain from operations.  Unaudited statutory capital and surplus and net gain from operations at and for the year ended December 31, 2009 were $1,375,267 and $337,553, respectively.  GWLA may pay up to $337,553 (unaudited) of dividends during the year ended December 31, 2010 without the prior approval of the Colorado insurance commissioner.  Prior to any payments of dividends, the Company seeks approval from the Colorado Insurance Commissioner.

13.  Other Comprehensive Income

The following table presents the composition of other comprehensive income (loss) for the year ended December 31, 2009:

	Year Ended December 31, 2009
	Before-tax			Tax (Expense)			Net-of-tax
	Amount			Benefit			Amount
Unrealized holding gains (losses) arising during the year on available-for-sale fixed maturity investments	$	1,174,693		$	(411,143	)	$	763,550
Net changes during the year related to cash flow hedges		(57,218	)		20,027			(37,191	)
Reclassification adjustment for (gains)losses realized in net income		71,473			(25,016	)		46,457
Net unrealized gains (losses)		1,188,948			(416,132	)		772,816
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(250,468	)		87,664			(162,804	)
Net unrealized gains (losses)		938,480			(328,468	)		610,012
Employee benefit plan adjustment		43,797			(15,329	)		28,468
Other comprehensive income (loss)	$	982,277		$	(343,797	)	$	638,480

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following table presents the composition of other comprehensive income (loss) for the year ended December 31, 2008:

	Year Ended December 31, 2008
	Before-tax			Tax (Expense)			Net-of-tax
	Amount			Benefit			Amount
Unrealized holding gains (losses) arising during the year on available-for-sale fixed maturity investments	$	(1,431,239	)	$	496,555		$	(934,684	)
Net changes during the year related to cash flow hedges		85,494			(29,923	)		55,571
Reclassification adjustment for (gains)losses realized in net income		38,978			(10,989	)		27,989
Net unrealized gains (losses)		(1,306,767	)		455,643			(851,124	)
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		254,180			(88,963	)		165,217
Net unrealized gains (losses)		(1,052,587	)		366,680			(685,907	)
Employee benefit plan adjustment		(115,766	)		40,518			(75,248	)
Other comprehensive income (loss)	$	(1,168,353	)	$	407,198		$	(761,155	)

The following table presents the composition of other comprehensive income (loss) for the year ended December 31, 2007:

	Year Ended December 31, 2007
	Before-tax			Tax (Expense)			Net-of-tax
	Amount			Benefit			Amount
Unrealized holding gains (losses) arising during the year on available-for-sale fixed maturity investments	$	3,833		$	(1,342	)	$	2,491
Net changes during the year related to cash flow hedges		12,317			(4,311	)		8,006
Reclassification adjustment for (gains)losses realized in net income		3,098			(1,084	)		2,014
Net unrealized gains (losses)		19,248			(6,737	)		12,511
Future policy benefits, deferred acquisition costs and value of business acquired adjustments		(4,013	)		1,405			(2,608	)
Net unrealized gains (losses)		15,235			(5,332	)		9,903
Employee benefit plan adjustment		53,843			(18,845	)		34,998
Other comprehensive income (loss)	$	69,078		$	(24,177	)	$	44,901

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

14.  General Insurance Expenses

The following table summarizes the components of general insurance expenses for the years ended December 31, 2009, 2008 and 2007:

	Year Ended December 31,
	2009			2008			2007
Compensation	$	273,934		$	282,502		$	281,670
Commissions		114,461			118,978			128,003
Premium and other taxes		22,947			25,704			21,366
Capitalization of DAC		(80,977	)		(65,108	)		(73,062	)
Depreciation and amortization		15,603			19,240			22,362
Rent, net of sublease income		6,767			3,875			5,752
Other		76,408			44,504			46,335
Total general insurance expenses	$	429,143		$	429,695		$	432,426

15.  Employee Benefit Plans

Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement Plans - The Company has a noncontributory Defined Benefit Pension Plan covering substantially all of its employees that were hired before January 1, 1999.  Pension benefits are based principally on an employee’s years of service and compensation levels near retirement.  The Company’s policy for funding the defined benefit pension plans is to make annual contributions, which equal or exceed regulatory requirements.

The Company sponsors an unfunded Post-Retirement Medical Plan (the “Medical Plan”) that provides health benefits to retired employees who are not Medicare eligible.  The medical plan is contributory and contains other cost sharing features which may be adjusted annually for the expected general inflation rate.  The Company’s policy is to fund the cost of the medical plan benefits in amounts determined at the discretion of management.

The Company also provides supplemental executive retirement plans to certain key executives.  These plans provide key executives with certain benefits upon retirement, disability or death based upon total compensation.  The Company has purchased individual life insurance policies with respect to each employee covered by this plan.  The Company is the owner and beneficiary of the insurance contracts.

Prior to the adoption of the measurement provisions of ASC topic 715 for its year ended December 31, 2008, the Company utilized a November 30 measurement date for the Defined Benefit Pension and Post-Retirement Medical plans.  Upon adoption of the measurement provision of ASC topic 715, the Company changed the measurement date to correspond to the end of its fiscal year, December 31.  The impact of adopting the measurement date provisions of ASC 715 was a decrease to stockholder’s equity of $206.  Prepaid benefit costs and intangible assets are included in other assets and accrued benefit costs and unfunded status amounts are included in other liabilities in the accompanying consolidated balance sheets.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following tables provide a reconciliation of the changes in the benefit obligations, fair value of plan assets and the under funded status for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans as of the years ended December 31, 2009 and 2008:

	Defined benefit pension plan						Post-retirement medical plan						Supplemental executive retirement plan						Total
	2009			2008			2009			2008			2009			2008			2009			2008
Change in projected benefit obligation:
Benefit obligation, January 1	$	303,383		$	278,246		$	16,483		$	26,207		$	45,765		$	41,676		$	365,631		$	346,129
Service cost		4,087			5,743			680			1,263			717			665			5,484			7,671
Interest cost		19,135			18,356			709			1,254			2,856			2,735			22,700			22,345
Actuarial (gain) loss		2,253			23,200			(5,129	)		(2,327	)		(2,517	)		3,578			(5,393	)		24,451
Regular benefits paid		(10,580	)		(10,217	)		(607	)		(1,344	)		(2,391	)		(1,761	)		(13,578	)		(13,322	)
Special termination benefits		-			-			-			-			-			2,053			-			2,053
Curtailments		-			(14,165	)		-			(8,855	)		-			(3,181	)		-			(26,201	)
Other		-			2,220			-			285			-			-			-			2,505
Benefit obligation, December 31	$	318,278		$	303,383		$	12,136		$	16,483		$	44,430		$	45,765		$	374,844		$	365,631

	Defined benefit pension plan						Post-retirement medical plan						Supplemental executive retirement plan						Total
	2009			2008			2009			2008			2009			2008			2009			2008
Change in plan assets:
Value of plan assets, January 1	$	201,970		$	274,452		$	-		$	-		$	-		$	-		$	201,970		$	274,452
Actual return (loss) on plan assets		47,188			(73,765	)		-			-			-			-			47,188			(73,765	)
Employer contributions		12,500			11,500			607			1,344			2,391			1,761			15,498			14,605
Benefits paid		(10,580	)		(10,217	)		(607	)		(1,344	)		(2,391	)		(1,761	)		(13,578	)		(13,322	)
Value of plan assets, December 31	$	251,078		$	201,970		$	-		$	-		$	-		$	-		$	251,078		$	201,970

	Defined benefit pension plan						Post-retirement medical plan						Supplemental executive retirement plan						Total
	2009			2008			2009			2008			2009			2008			2009			2008
Funded (under funded) status at December 31	$	(67,200	)	$	(101,413	)	$	(12,136	)	$	(16,483	)	$	(44,430	)	$	(45,765	)	$	(123,766	)	$	(163,661	)

A recovery in market liquidity has resulted in improved market values for the Company’s Defined Benefit Pension Plan assets since December 31, 2008.

The following table presents amounts recognized in the consolidated balance sheets at December 31, 2009 and 2008 for the Company’s Defined Benefit Pension, Post-retirement Medical and Supplemental Executive Retirement plans:

	Defined benefit pension plan						Post-retirement medical plan				Supplemental executive retirement plan						Total
	2009			2008			2009		2008		2009			2008			2009			2008
Amounts recognized in consolidated balance sheets:
Accumulated other comprehensive (expense)income (loss)		(79,353	)		(116,920	)		17,964		14,925		(4,484	)		(7,676	)		(65,873	)		(109,671	)

The accumulated benefit obligation for the Defined Benefit Pension Plan was $303,352 and $289,525 at December 31, 2009 and 2008, respectively.

The following table provides information regarding amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit costs at December 31, 2009:

	Defined benefit pension plan						Post-retirement medical plan				Supplemental executive retirement plan						Total
	Gross			Net of tax			Gross		Net of tax		Gross			Net of tax			Gross			Net of tax
Net gain (loss)	$	(81,955	)	$	(53,271	)	$	6,522	$	4,239	$	(238	)	$	(155	)	$	(75,671	)	$	(49,187	)
Net prior service (cost) credit		(300	)		(195	)		11,442		7,437		(4,246	)		(2,760	)		6,896			4,482
Net transition asset (obligation)		2,902			1,886			-		-		-			-			2,902			1,886
	$	(79,353	)	$	(51,580	)	$	17,964	$	11,676	$	(4,484	)	$	(2,915	)	$	(65,873	)	$	(42,819	)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following table provides information regarding amounts in accumulated other comprehensive income that are expected to be recognized as components of net periodic benefit costs during the year ended December 31, 2010:

	Defined benefit pension plan						Post-retirement medical plan				Supplemental executive retirement plan						Total
	Gross			Net of tax			Gross		Net of tax		Gross			Net of tax			Gross			Net of tax
Net gain (loss)	$	(6,285	)	$	(4,085	)	$	407	$	265	$	-		$	-		$	(5,878	)	$	(3,820	)
Net prior service (cost) credit		(82	)		(53	)		1,650		1,072		(675	)		(439	)		893			580
Net transition asset (obligation)		1,514			984			-		-		-			-			1,514			984
	$	(4,853	)	$	(3,154	)	$	2,057	$	1,337	$	(675	)	$	(439	)	$	(3,471	)	$	(2,256	)

The expected benefit payments for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans for the years indicated are as follows:

	Defined benefit pension plan		Post-retirement medical plan		Supplemental executive retirement plan
2010	$	10,891	$	768	$	2,699
2011		11,359		806		2,916
2012		12,142		810		2,913
2013		12,911		829		2,908
2014		13,742		933		2,721
2015 through 2019		88,795		5,977		18,181

Net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans included in general insurance expenses in the accompanying consolidated statements of income for the years ended December 31, 2009, 2008 and 2007 includes the following components:

	Defined benefit pension plan
	2009			2008			2007
Components of net periodic (benefit) cost:
Service cost	$	4,087		$	5,743		$	9,685
Interest cost		19,135			18,356			17,293
Expected return on plan assets		(16,073	)		(20,499	)		(20,166	)
Amortization of transition obligation		(1,514	)		(1,514	)		(1,514	)
Amortization of unrecognized prior service cost		88			120			218
Amortization of loss from earlier periods		10,131			679			4,877
Net periodic (benefit) cost	$	15,854		$	2,885		$	10,393

	Post-retirement medical plan
	2009			2008			2007
Components of net periodic (benefit) cost:
Service cost	$	680		$	1,263		$	2,050
Interest cost		709			1,254			1,489
Amortization of unrecognized prior service cost		(1,650	)		(2,169	)		(3,727	)
Amortization of loss from earlier periods		(440	)		85			651
Net periodic (benefit) cost	$	(701	)	$	433		$	463

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

	Supplemental executive retirement plan
	2009		2008		2007
Components of net periodic (benefit) cost:
Service cost	$	716	$	665	$	1,044
Interest cost		2,856		2,735		2,589
Amortization of unrecognized prior service cost		675		814		986
Amortization of loss from earlier periods		-		-		250
Net periodic (benefit) cost	$	4,247	$	4,214	$	4,869

The following tables present the assumptions used in determining benefit obligations of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans for the years ended December 31, 2009, 2008 and 2007:

	Defined benefit pension plan
	2009			2008			2007
Discount rate		6.37	%		6.40	%		6.75	%
Expected return on plan assets		8.00	%		8.00	%		8.00	%
Rate of compensation increase		4.94	%		4.94	%		3.19	%

	Post-retirement medical plan
	2009			2008			2007
Discount rate		6.37	%		6.40	%		6.75	%

	Supplemental executive retirement plan
	2009			2008			2007
Discount rate		6.37	%		6.40	%		6.75	%
Rate of compensation increase		6.00	%		6.00	%		6.00	%

The discount ratehas been set based upon the rates of return on high-quality fixed-income investments currently available and expected to be available during the period the benefits will be paid.  In particular, the yields on bonds rated AA or better on the measurement date have been used to set the discount rate.

Assumed healthcare cost trend rates have a significant effect on the amounts reported for the Post- Retirement Medical Plan.  For measurement purposes, an 8.00% annual rate of increase in the per capita cost of covered healthcare benefits was assumed and that the rate would gradually decrease to a level of 5.25% by 2016.

The following table presents what a one-percentage-point change would have on assumed healthcare cost trend rates:

	One percentage point increase		One percentage point decrease
Increase (decrease) on total service and interest cost on components	$	182	$	(156	)
Increase (decrease) on post-retirement benefit obligation		1,264		(1,107	)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following table presents how the Company’s Defined Benefit Pension Plan assets are invested at December 31, 2009 and 2008:

	December 31,
	2009			2008
Equity securities		65	%		62	%
Debt securities		33	%		30	%
Other		2	%		8	%
Total		100	%		100	%

The following table presents information about the Defined Benefit Retirement Plan’s assets measured at fair value on a recurring basis as of December 31, 2009 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.  See Note 7 for a description of Level 1, Level 2 and Level 3 hierarchies and for valuation methods applied.

	Defined Benefit Plan Assets Measured at Fair Value on a Recurring Basis
	December 31, 2009
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Common collective trust funds	$	-	$	162,635	$	-	$	162,635
Long-term asset-backed securities		-		82,370		-		82,370
Money market funds		1,490		-		-		1,490
Preferred stock		-		88		-		88
Limited partnership interests		-		-		4,495		4,495
Total	$	1,490	$	245,093	$	4,495	$	251,078

The following tables present additional information about assets and liabilities of the Defined Benefit Retirement Plan measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Limited partnership interests		Long-term asset-backed securities			Total
Balance, December 31, 2008	$	2,750	$	3,627		$	6,377
Actual return on plan assets:
Relating to assets held at the reporting date		142		-			142
Purchases, sales and settlements		1,603		-			1,603
Transfers in (out) of Level 3		-		(3,627	)		(3,627	)
Balance, December 31, 2009	$	4,495	$	-		$	4,495

The investment objective of the Defined Benefit Pension Plan is to provide a risk-adjusted return that will ensure the payment of benefits while protecting against the risk of substantial investment losses.  Correlations among the asset classes are used to identify an asset mix that the Company believes will provide the most attractive returns.  Long-term return forecasts for each asset class using historical data and other qualitative considerations to adjust for projected economic forecasts are used to set the expected rate of return for the entire portfolio.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The Defined Benefit Pension Plan utilizes various investment securities.  Generally, investment securities are exposed to various risks, such as interest rate risks, credit risk and overall market volatility.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur and that such changes could materially affect the amounts reported.

The following table presents the ranges the Company targets for the allocation of invested Defined Benefit Pension Plan assets at December 31, 2010:

	December 31, 2010
Equity securities	25% - 75%
Debt securities	25% - 75%
Other	0% - 15%

Management estimates the value of these investments will be recoverable.  The Company does not expect any plan assets to be returned to it during the year ended December 31, 2010.  The Company made contributions in the amounts of $12,500 and $11,500 to its Defined Benefit Pension Plan during the years ended December 31, 2009 and 2008, respectively.  The Company expects to contribute approximately $768 to its Post-Retirement Medical Plan and $2,699 to its Supplemental Executive Retirement Plan during the year ended December 31, 2010.  The Company will make a contribution at least equal to the minimum contribution of $3,600 to its Defined Benefit Pension Plan during the year ended December 31, 2010.

During the second quarter of 2008, the Company recorded defined benefit pension plan costs of $672, post-retirement medical plan benefits of $19,346 and supplemental executive retirement plan costs of $1,833 as adjustments to income from discontinued operations due to plan curtailments related to the sale of the Healthcare segment.

Other employee benefit plans - The Company sponsors a defined contribution 401(k) retirement plan which provides eligible participants with the opportunity to defer up to 50% of base compensation.  The Company matches 50% of the first 5% of participant pre-tax contributions for employees hired before January 1, 1999.  For all other employees, the Company matches 50% of the first 8% of participant pre-tax contributions.  Company contributions for the years ended December 31, 2009, 2008 and 2007 were $5,006, $7,384 and $9,573, respectively.

The Company has an executive deferred compensation plan providing key executives with the opportunity to participate in an unfunded deferred compensation program.  Under the program, participants may defer base compensation and bonuses and earn interest on the amounts deferred.  The program is not qualified under Section 401 of the Internal Revenue Code.  Participant balances, which are reflected in other liabilities in the accompanying consolidated balance sheets, are $15,286 and $16,752 at December 31, 2009 and 2008, respectively.  The participant deferrals earned interest at the average rates of 6.93% and 7.06% during the years ended December 31, 2009 and 2008, respectively.  The interest rate is based on the Moody’s Average Annual Corporate Bond Index rate plus 0.45% for actively employed participants and fixed rates ranging from 6.37% to 8.30% for retired participants.  Interest expense related to this plan was $1,110, $1,224 and $1,261 for the years ended December 31, 2009, 2008 and 2007, respectively, and is included in general insurance expenses in the consolidated statements of income.

The Company has a deferred compensation plan for select sales personnel with the opportunity to participate in an unfunded deferred compensation program.  Under this program, participants may defer compensation and earn interest on the amounts deferred.  The program is not qualified under Section 401 of the Internal Revenue Code.  Effective January 1, 2005, this program no longer accepted participant deferrals.  Participant balances, which are included in other liabilities in the accompanying consolidated balance sheets, are $3,772 and $4,369 at December 31, 2009 and 2008, respectively.  The participant deferrals earned interest at the average rate of 4.4% and 4.5% during the years ended December 31, 2009 and 2008, respectively.  The interest rate is based on an annual rate determined by the Company.  The interest expense related to this plan was $187, $233 and $258 for the years ended December 31, 2009, 2008 and 2007, respectively, and is included in general insurance expense in the consolidated statements of income.

The Company offers an unfunded, non-qualified deferred compensation plan to a select group of management and highly compensated individuals.  Participants defer a portion of their compensation and realize potential market gains or losses on the invested contributions.  The program is not qualified under Section 401 of the Internal Revenue Code.  Participant balances, which are included in other liabilities in the accompanying consolidated balance sheets, are $12,240 and $9,238 at December 31, 2009 and 2008, respectively.  Unrealized gains (losses) on invested participant deferrals were $2,053, ($3,709) and $997 for the years ended December 31, 2009, 2008 and 2007, respectively.

16.  Federal Income Taxes

The provision for income taxes from continuing operations is comprised of the following:

	Year Ended December 31, 2009
	2009			2008		2007
Current	$	(47,842	)	$	14,828	$	60,813
Deferred		93,950			81,010		57,978
Total income tax provision from continuing operations	$	46,108		$	95,838	$	118,791

The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective federal income tax rate from continuing operations for the years ended December 31, 2009, 2008 and 2007:

	Year Ended December 31,
	2009			2008			2007
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
Income tax effect of:
Investment income not subject to federal tax		(4.9	%)		(1.4	%)		(1.6	%)
Tax credits		(4.9	%)		(2.5	%)		(2.8	%)
State income taxes, net of federal benefit		(2.8	%)		1.1	%		0.5	%
Provision for policyholders' share of earnings on participating business		0.3	%		(13.2	%)		2.0	%
Prior period adjustment		1.7	%		(0.3	%)		1.4	%
Income tax contingency provisions		0.9	%		1.0	%		2.0	%
Other, net		2.1	%		(2.0	%)		(3.4	%)
Effective federal income tax rate from continuing operations		27.4	%		17.7	%		33.1	%

Included above in the provision for policyholder’s share of earnings on participating business is the income tax effect of the $207,785 decrease in undistributed earnings on participating business as discussed in Note 4.

The Company adopted the income tax contingency provisions contained in ASC topic 740 on January 1, 2007.  As a result of the adoption of these provisions, the Company recognized an $87,427 increase in the liability for unrecognized tax benefits, of which $6,195 was accounted for as a reduction to the January 1, 2007 balance of retained earnings.  The Company recognized increases in unrecognized tax benefits of $24,843 and $6,600 during the tax years ended December 31, 2009 and 2008, respectively.  During the twelve months ended December 31, 2009, the Company recognized an increase of $21,268 in the current period unrecognized tax benefits relating to changes in the composition of the consolidated tax group.  Because of the impact of deferred tax accounting, the increase in the unrecognized tax benefit does not effect the effective tax rate.  The Company anticipates additional increases in its unrecognized tax benefits of $18,000 to $20,000, in the next twelve months, due to changes in the composition of the consolidated group.  The Company does not anticipate that this increase in its unrecognized tax benefit will impact the effective tax rate.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

A reconciliation of unrecognized tax benefits for the years ended December 31, 2009 and 2008 is as follows:

Balance, January 1, 2008	$	61,286
Additions for tax positions in the current year		6,600
Reductions for tax positions in current year		(1,935	)
Additions for tax positions in prior years		17,349
Reductions for tax positions in prior years		(23,221	)
Balance, December 31, 2008		60,079
Additions for tax positions in the current year		24,843
Reductions for tax positions in current year		(2,670	)
Reductions for tax positions in prior years		(862	)
Balance, December 31, 2009	$	81,390

Included in the unrecognized tax benefits of $81,390 at December 31, 2009 was $5,351 of tax benefits that, if recognized, would increase the annual effective tax rate.  Also included in the balance at December 31, 2009 is $76,039 of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.  Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in current income tax expense.  The Company recognized approximately $2,430, $6,916 and $1,300 in interest and penalties related to the uncertain tax positions during the years ended December 31, 2009, 2008 and 2007, respectively.  The Company had approximately $14,978 and $12,548 accrued for the payment of interest and penalties at December 31, 2009 and 2008, respectively.

The Company files income tax returns in the U.S. federal jurisdiction and various states. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years 2004 and prior.  Tax years 2005, 2006, 2007 and 2008 are open to federal examination by the Internal Revenue Service (the “I.R.S.”).  The Company is currently under federal examination by the I.R.S. for the 2005 tax year.  The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state or local audits.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities.  The tax effect of temporary differences, which give rise to the deferred tax assets and liabilities as of December 31, 2009 and 2008, are as follows:

	December 31,
	2009				2008
	Deferred		Deferred		Deferred		Deferred
	Tax Asset		Tax Liability		Tax Asset		Tax Liability
Policyholder reserves	$	-	$	278,700	$	-	$	105,049
Deferred acquisition costs		-		168,255		-		144,069
Investment assets		244,168		-		542,104		-
Policyholder dividends		19,861		-		20,298		-
Net operating loss carryforward		212,635		-		267,074		-
Pension plan accrued benefit liability		21,330		-		39,571		-
Goodwill		-		22,426		-		19,833
Experience rated refunds		87,397		-		29,086		-
Other		9,868		-		-		51,383
Total deferred taxes	$	595,259	$	469,381	$	898,133	$	320,334

Amounts presented for investment assets above include $58,348 and $400,339 related to the net unrealized losses (gains) on the Company’s fixed maturity and equity investments, which are classified as available-for-sale at December 31, 2009 and 2008, respectively.

The Company, together with certain of its subsidiaries, and Lifeco U.S. have entered into an income tax allocation agreement whereby Lifeco U.S. files a consolidated federal income tax return.  Under the agreement, these companies are responsible for and will receive the benefits of any income tax liability or benefit computed on a separate tax return basis.

The Company has federal net operating loss carry forwards generated by a subsidiary that files an income tax return separate from the Lifeco U.S. consolidated federal income tax return.  As of December 31, 2009, the subsidiary had net operating loss carry forwards expiring as follows:

Year	Amount
2020	$	170,077
2021		113,002
2022		136,796
2023		81,693
Total	$	501,568

Included in due from parent and affiliates at December 31, 2009 and 2008 is $177,716 and $37,097, respectively, of income taxes receivable from Lifeco U.S. related to the consolidated income tax return filed by the Company and certain subsidiaries.  Included in the consolidated balance sheets at December 31, 2009 and 2008 is $34,905 and $31,205 of income taxes receivable in other assets related to the separate federal income tax returns filed by certain subsidiaries, state income tax returns and unrecognized tax benefits.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

17.  Segment Information

The Company has three reportable segments: Individual Markets, Retirement Services and Other.  The Individual Markets segment distributes life insurance and individual annuity products to both individuals and businesses through various distribution channels.  Life insurance products in-force include participating and non-participating term life, whole life, universal life and variable universal life.  The Retirement Services segment provides retirement plan enrollment services, communication materials, various retirement plan investment options and educational services to employer-sponsored defined contribution/defined benefit plans and 401(k) and 403(b) plans, as well as comprehensive administrative and record-keeping services for financial institutions and employers.  The Company’s Other segment includes corporate items not directly allocated to any of its other business segments, interest expense on long-term debt and the activities of a wholly owned subsidiary whose sole business is the assumption of a certain block of term life insurance from an affiliated company.

As discussed in Note 3, substantially all of the Company’s former Healthcare segment has been sold and reclassified as discontinued operations and, accordingly, is no longer reported as a separate business segment.  The Company retained a small portion of its Healthcare business and reports it within its Individual Markets segment.  The segment reporting for prior periods has been restated to reflect these changes in business segments.

The accounting policies of each of the reportable segments are the same as those described in Note 1.  The Company evaluates performance of its reportable segments based on their profitability from operations after income taxes.  Inter-segment transactions and balances have been eliminated in consolidation.  The Company’s operations are not materially dependent on one or a few customers, brokers or agents.

The following tables summarize segment financial information for the year ended and as of December 31, 2009:

	Year Ended December 31, 2009
	Individual			Retirement
	Markets			Services			Other			Total
Revenue:
Premium income	$	428,142		$	2,949		$	129,161		$	560,252
Fee income		49,845			331,242			5,114			386,201
Net investment income		718,040			383,446			47,598			1,149,084
Net realized losses on investments		(38,382	)		(23,239	)		(5,919	)		(67,540	)
Total revenues		1,157,645			694,398			175,954			2,027,997
Benefits and expenses:
Policyholder benefits		982,465			231,648			112,691			1,326,804
Operating expenses		101,662			360,164			70,823			532,649
Total benefits and expenses		1,084,127			591,812			183,514			1,859,453
Income (loss) from continuing operations before income taxes		73,518			102,586			(7,560	)		168,544
Income tax expense		18,830			27,366			(88	)		46,108
Income (loss) from continuing operations	$	54,688		$	75,220		$	(7,472	)	$	122,436

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

	December 31, 2009
	Individual		Retirement
	Markets		Services		Other		Total
Assets:
Investments	$	11,907,136	$	7,101,489	$	1,367,403	$	20,376,028
Other assets		1,430,349		853,069		164,260		2,447,678
Separate account assets		4,598,607		14,288,294		-		18,886,901
Assets from continuing operations		17,936,092		22,242,852		1,531,663		41,710,607
Assets from discontinued operations		-		-		-		87,719
Total assets	$	17,936,092	$	22,242,852	$	1,531,663	$	41,798,326

The following tables summarize segment financial information for the year ended and as of December 31, 2008:

	Year Ended December 31, 2008
	Individual			Retirement
	Markets			Services			Other			Total
Revenue:
Premium income	$	377,525		$	2,291		$	145,321		$	525,137
Fee income		55,852			368,536			4,833			429,221
Net investment income		692,193			351,585			34,691			1,078,469
Net realized gains (losses) on investments		(11,500	)		(10,165	)		(31	)		(21,696	)
Total revenues		1,114,070			712,247			184,814			2,011,131
Benefits and expenses:
Policyholder benefits		889,967			229,948			(172,327	)		947,588
Operating expenses		108,702			324,500			88,996			522,198
Total benefits and expenses		998,669			554,448			(83,331	)		1,469,786
Income from continuing operations before income taxes		115,401			157,799			268,145			541,345
Income tax expense		35,846			41,023			18,969			95,838
Income from continuing operations	$	79,555		$	116,776		$	249,176		$	445,507

	December 31, 2008
	Individual		Retirement
	Markets		Services		Other		Total
Assets:
Investments	$	10,653,738	$	5,935,760	$	1,492,175	$	18,081,673
Other assets		1,678,000		934,902		235,023		2,847,925
Separate account assets		4,718,758		10,403,185		-		15,121,943
Assets from continuing operations		17,050,496		17,273,847		1,727,198		36,051,541
Assets from discontinued operations		-		-		-		124,089
Total assets	$	17,050,496	$	17,273,847	$	1,727,198	$	36,175,630

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following table summarizes segment financial information for the year ended December 31, 2007:

	Year Ended December 31, 2007
	Individual			Retirement
	Markets			Services		Other			Total
Revenue:
Premium income	$	(1,027,417	)	$	4,729	$	165,421		$	(857,267	)
Fee income		69,535			388,959		4,771			463,265
Net investment income		759,037			350,382		30,122			1,139,541
Net realized gains (losses) on investments		(8,081	)		4,885		1,168			(2,028	)
Total revenues		(206,926	)		748,955		201,482			743,511
Benefits and expenses:
Policyholder benefits		(577,592	)		224,413		128,315			(224,864	)
Operating expenses		190,721			338,677		80,311			609,709
Total benefits and expenses		(386,871	)		563,090		208,626			384,845
Income (loss) from continuing operations before income taxes		179,945			185,865		(7,144	)		358,666
Income tax expense		59,863			58,474		454			118,791
Income (loss) from continuing operations	$	120,082		$	127,391	$	(7,598	)	$	239,875

18.  Share-Based Compensation

Lifeco, of which the Company is an indirect wholly-owned subsidiary, has a stock option plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company.  Options are granted with exercise prices not less than the average market price of the shares on the five days preceding the date of the grant.  Termination of employment prior to the vesting of the options results in the forfeiture of the unvested options.  The Lifeco plan provides for the granting of options with varying terms and vesting requirements with vesting commencing on the first anniversary of the grant and expiring ten years from the date of grant.  Lifeco did not grant stock options to employees of the Company during the year ended December 31, 2009.

The following table presents information regarding the share-based compensation expense the Company recognized during the years ended December 31, 2009, 2008 and 2007.  Share-based compensation expense of continuing operations is included in general insurance expenses in the consolidated statements of income.  Share-based compensation expense of discontinued operations is included in income from discontinued operations in the consolidated statements of income.

	Year ended December 31,
	2009		2008		2007
Continuing operations	$	2,181	$	3,143	$	3,816
Discontinued operations		-		1,980		-
	$	2,181	$	5,123	$	3,816

The Lifeco plan contains a provision that permits a retiring option holder with unvested stock options on the date of retirement to continue to vest in them after retirement for a period of up to five years.  Upon the retirement of an option holder with unvested options, the Company accelerates the recognition period to the date of retirement for any unrecognized share-based compensation cost related thereto and recognizes it in its earnings at that time.  At December 31, 2009, the Company had $2,632, net of estimated forfeitures, of unrecognized share-based compensation costs, which will be recognized in its earnings through 2015.  The weighted-average period over which these costs will be recognized in earnings is 2.1 years.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

The following table summarizes the status of, and changes in, the Lifeco plan options granted to Company employees which are outstanding at December 31, 2009.  The options granted relate to underlining stock traded in Canadian dollars on the Toronto Stock Exchange, therefore, the amounts, which are presented in United States dollars, will fluctuate as a result of exchange rate fluctuations.

				Weighted Average
	Shares Under Option			Exercise Price (Whole Dollars)		Remaining Contractual Term (Years)		Aggregate Intrinsic Value 1
Outstanding, January 1, 2009		4,317,541		$	19.47
Exercised		(572,239	)		11.67
Outstanding, December 31, 2009		3,745,302			24.30		4.8		15,247
Vested and expected to vest,
December 31, 2009		3,739,342		$	24.29		4.8	$	15,247
Exercisable, December 31, 2009		2,828,902		$	21.96		3.9	$	15,247

¹  The aggregate intrinsic value is calculated as the difference between the market price of Lifeco common shares on December 31, 2009 and the exercise price of the option (only if the result is positive) multiplied by the number of options.

The following table presents other information regarding stock options under the Lifeco plan during the year ended December 31, 2009:

	Year Ended
	December 31, 2009
Intrinsic value of options exercised 1	$	7,039
Fair value of options vested		1,361

¹  The intrinsic value of options exercised is calculated as the difference between the market price of Lifeco common shares on the date of exercise and the exercise price of the option multiplied by the number of options exercised.

19.  Obligations Relating to Debt and Leases

The Company enters into operating leases primarily for the rental of office space.  The following table shows, as of December 31, 2009, scheduled related party debt principal repayments and minimum annual rental commitments for operating leases having initial or remaining non-cancelable lease terms in excess of one year during the years ended December 31, 2010 through 2014 and thereafter:

Year Ended December 31,	Related Party Notes		Operating Leases		Total Debt and Lease Obligations
2010	$	-	$	11,872	$	11,872
2011		-		4,315		4,315
2012		-		3,329		3,329
2013		-		2,018		2,018
2014		-		2,941		2,941
Thereafter		528,400		1,227		529,627

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

Years Ended December 31, 2009, 2008 and 2007

(Dollars in Thousands)

20.  Commitments and Contingencies

The Company is one of two defendants in an action filed in the Colorado District Court for Arapahoe County, Colorado by a disease management vendor in an action relating to its healthcare business (which was sold to Connecticut General Life Insurance Company in a transaction that closed on April 1, 2008).  The plaintiff alleges that the Company breached a contract with it and engaged in tortious conduct, for which the plaintiff seeks both compensatory and punitive damages.  The Company believes it has meritorious defenses against the plaintiff’s claims and is vigorously contesting them.  The Company’s motion for partial summary judgment is pending.  The lawsuit is scheduled for trial commencing March 1, 2010.

The extent of the losses beyond any amounts that may be accrued is not readily determinable at this time.  However, based on facts and circumstances presently known, in the opinion of management, an unfavorable outcome will not materially affect the equity of the Company, although its results of discontinued operations may be adversely affected.

The Company is involved in various other legal proceedings that arise in the ordinary course of its business.  In the opinion of management, after consultation with counsel, the resolution of these proceedings are not expected to have a material adverse effect on the Company’s consolidated financial position or the results of its operations.

The Company has entered into a corporate credit facility agreement in the amount of $50,000 for general corporate purposes.  The credit facility matures on May 26, 2010.  Interest accrues at a rate dependent upon various conditions and terms of borrowings.  The agreement requires, among other things, the Company to maintain a minimum adjusted statutory net worth of $900,000 plus 50% of its statutory net income, if positive, for each quarter ending after June 30, 2008.  The Company had no borrowings under the credit facility at either December 31, 2009 or 2008 and was in compliance with all covenants.

The Company makes commitments to fund partnership interests and other investments in the normal course of its business.  The amounts of these unfunded commitments at December 31, 2009 and 2008 were $126,882 and $49,334, respectively, all of which is due within one year from the dates indicated.

21.  Subsequent Events

Management has evaluated subsequent events for potential recognition or disclosure in the Company’s consolidated financial statements through February 19, 2010, the date on which the Company’s consolidated financial statements were issued.  No subsequent event has occurred requiring its recognition or disclosure in the Company’s consolidated financial statements.

On February 8, 2010, the Company’s Board of Directors declared a dividend in the amount of $66,000 to be paid during the first quarter of 2010.

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Schedule III

Supplemental Insurance Information

(In Thousands)

	As of and for the year ended December 31, 2009
Operations:	Individual Markets Segment		Retirement Services Segment		Other Segment		Total
Deferred acquisition costs	$	174,360	$	258,015	$	-	$	432,375
Future policy benefits, losses, claims and expenses		11,598,641		6,994,319		341,688		18,934,648
Unearned premium reserves		37,912		-		-		37,912
Other policy claims and benefits payable		689,377		319		28,349		718,045
Premium income		428,142		2,949		129,161		560,252
Net investment income		718,040		383,446		47,598		1,149,084
Benefits, claims, losses and settlement expenses		982,465		231,648		112,691		1,326,804
Amortization of deferred acquisition costs		16,221		48,616		-		64,837
Other operating expenses		85,441		311,548		70,823		467,812

	As of and for the year ended December 31, 2008
Operations:	Individual Markets Segment		Retirement Services Segment		Other Segment			Total
Deferred acquisition costs	$	255,148	$	403,172	$	-		$	658,320
Future policy benefits, losses,claims and expenses (1)		11,181,058		6,568,078		320,641			18,069,777
Unearned premium reserves (1)		35,871		-		-			35,871
Other policy claims and benefits payable		657,352		306		25,264			682,922
Premium income		377,525		2,291		145,321			525,137
Net investment income		692,193		351,585		34,691			1,078,469
Benefits, claims, losses and settlement expenses		889,967		229,948		(172,327	)		947,588
Amortization of deferred acquisition costs		21,081		34,470		-			55,551
Other operating expenses		87,621		290,030		88,996			466,647

	For the year ended December 31, 2007
Operations:	Individual Markets Segment			Retirement Services Segment		Other Segment		Total
Premium income	$	(1,027,417	)	$	4,729	$	165,421	$	(857,267	)
Net investment income		759,037			350,382		30,122		1,139,541
Benefits, claims, losses and settlement expenses		(577,592	)		224,413		128,315		(224,864	)
Amortization of deferred acquisition costs		104,345			24,230		-		128,575
Other operating expenses		86,376			314,447		80,311		481,134

(1) A reclassification of $29,500 was made from unearned premium reserves to future policy benefits, losses, claims and expenses for consistency with the presentation as of December 31, 2009.

Variable Annuity -1 Series Account of Great-West Life & Annuity Insurance Company

Financial Statements for the Years Ended December 31, 2009 and 2008

and Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Contract Owners of

Variable Annuity -1 Series Account

and the Board of Directors of

Great-West Life & Annuity Insurance Company

We have audited the accompanying statements of assets and liabilities of Variable Annuity -1 Series Account of Great-West Life & Annuity Insurance Company (the “Series Account”) comprising the investment divisions as disclosed in Appendix A as of December 31, 2009, and the related statements of operations for the periods presented in Appendix A, the statements of changes in net assets for each of the periods presented in Appendix A, and the financial highlights included in Note 6 for each of the periods presented.  These financial statements and financial highlights are the responsibility of the Series Account’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.  The Series Account is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included 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 Series Account's 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, 2009, by correspondence with the fund house. 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  each of the investment divisions constituting the Variable Annuity -1 Series Account of Great-West Life & Annuity Insurance Company as of December 31, 2009, the results of their operations for the periods presented, the changes in their net assets for each of the periods presented, and the financial highlights for each of the periods presented in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

April 9, 2010

VARIABLE ANNUITY-1 SERIES OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A

	Statements of Assets and Liabilities	Statements of		Statements of Changes
Investment Division		Operations		in Net Assets
	As Of	For the		For Each of the
AIM V.I. Core Equity Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AIM V.I. High Yield Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AIM V.I. International Growth Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AIM V.I. Mid Cap Core Equity Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
AIM V.I. Small Cap Equity Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
AIM V.I. Technology Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Alger Balanced Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Alger LargeCap Growth Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Alger MidCap Growth Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AllianceBernstein VPS Growth & Income Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AllianceBernstein VPS Growth Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AllianceBernstein VPS International Growth Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AllianceBernstein VPS International Value Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AllianceBernstein VPS Real Estate Investment Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AllianceBernstein VPS Small/Midcap Value Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
AllianceBernstein VPS Utility Income Portfolio	N/A	Period from January 1, 2009 to October 12, 2009**	Period from January 1, 2009 to October 12, 2009** and Year Ended December 31, 2008
American Century VP Balanced Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
American Century VP Income & Growth Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
American Century VP International Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
American Century VP Mid Cap Value Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
American Century VP Value Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Columbia VIT Marsico 21st Century Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Columbia VIT Small Cap Value Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Delaware VIP Growth Opportunities Series	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Delaware VIP Small Cap Value Series	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Dreyfus IP MidCap Stock Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Dreyfus VIF Appreciation Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Dreyfus VIF Developing Leaders Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Dreyfus VIF Growth & Income Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Blue Chip VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Capital Growth VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Dreman Small Mid Cap Value VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Growth & Income VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Health Care VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Large Cap Value VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Small Cap Growth VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Small Cap Index VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
DWS Strategic Value VIP Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Federated Capital Income Fund II	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Federated Clover Value Fund II	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Federated Fund for U.S. Government Securities II	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Federated International Equity Fund II	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Franklin Small Cap Value Securities Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Balanced Portfolio Institutional Shares	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Balanced Portfolio Service Shares	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Flexible Bond Portfolio Institutional Shares	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Flexible Bond Portfolio Service Shares	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Growth & Income Portfolio Institutional Shares	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Growth & Income Portfolio Service Shares	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Janus Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Overseas Portfolio Institutional Shares	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Overseas Portfolio Service Shares	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Janus Aspen Worldwide Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
JPMorgan Insurance Trust Small Cap Core Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Lazard Retirement Emerging Markets Equity Series Portfolio	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
LVIP Baron Growth Opportunities Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
MFS International Value Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
MFS Utilities Portfolio	December 31, 2009	Year Ended December 31, 2009	Year Ended December 31, 2009 and Period from May 1, 2008* to December 31, 2008
Neuberger Berman AMT Regency Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
NVIT Mid Cap Index Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Old Mutual Large Cap Growth Portfolio	N/A	N/A	Period from January 1, 2008 to December 16, 2008**
Oppenheimer Global Securities Fund/VA	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Oppenheimer International Growth Fund/VA	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
PIMCO VIT High Yield Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
PIMCO VIT Low Duration Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
PIMCO VIT Total Return Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Pioneer Emerging Markets VCT Portfolio	December 31, 2009	Year Ended December 31, 2009	Year Ended December 31, 2009 and Period from May 1, 2008* to December 31, 2008
Pioneer Fund VCT Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Pioneer Growth Opportunities VCT Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Pioneer Mid Cap Value VCT Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Pioneer Small Cap Value VCT Portfolio	N/A	Period from January 1, 2009 to April 29, 2009**	Period from January 1, 2009 to April 29, 2009** and Year Ended December 31, 2008
Prudential Series Fund Equity Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Prudential Series Fund Natural Resources Portfolio	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Royce Capital Fund Small-Cap Portfolio	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Schwab Markettrack Growth Portfolio II	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Schwab Money Market Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Schwab S&P 500 Index Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009

VARIABLE ANNUITY-1 SERIES OF GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

APPENDIX A (Concluded)

	Statements of Assets and Liabilities	Statements of		Statements of Changes
Investment Division		Operations		in Net Assets
	As Of	For the		For Each of the
Seligman Communications & Information Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Sentinel Variable Products Bond Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Sentinel Variable Products Common Stock Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Sentinel Variable Products Small Company Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Third Avenue Value Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Touchstone Mid Cap Growth Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Universal Institutional Fund U.S. Real Estate Portfolio	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Van Eck Insurance Trust Worldwide Hard Assets Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Van Eck Insurance Trust Worldwide Bond Fund	December 31, 2009	Period from May 1, 2009* to December 31, 2009	Period from May 1, 2009* to December 31, 2009
Van Kampen LIT ComStock	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Van Kampen LIT Growth & Income	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Wells Fargo Advantage VT Discovery Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Wells Fargo Advantage VT Opportunity Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009
Wells Fargo Advantage VT Small/Mid Cap Value Fund	December 31, 2009	Year Ended December 31, 2009	Two Years Ended December 31, 2009

*Date represents commencement of operations

**Date represents cessation of contractholders investment

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		AIM V.I. CORE EQUITY FUND		AIM V.I. HIGH YIELD FUND		AIM V.I. INTERNATIONAL GROWTH FUND		AIM V.I. MID CAP CORE EQUITY FUND		AIM V.I. SMALL CAP EQUITY FUND		AIM V.I. TECHNOLOGY FUND
ASSETS:
	Investments at market value (1)	$	5,082,087	$	4,211,883	$	7,756,343	$	372,736	$	276,324	$	2,178,042
	Investment income due and accrued
	Purchase payments receivable										1,147
	Due from Great West Life & Annuity Insurance Company				472
	Total assets		5,082,087		4,212,355		7,756,343		372,736		277,471		2,178,042
LIABILITIES:
	Redemptions payable						29,987
	Due to Great West Life & Annuity Insurance Company		357		288		468		24		17		2,189
	Total liabilities		357		288		30,455		24		17		2,189
NET ASSETS		$	5,081,730	$	4,212,067	$	7,725,888	$	372,712	$	277,454	$	2,175,853
NET ASSETS REPRESENTED BY:
	Accumulation units	$	5,081,730	$	4,196,088	$	7,725,888	$	372,712	$	277,454	$	2,170,908
	Contracts in payout phase				15,979								4,945
NET ASSETS		$	5,081,730	$	4,212,067	$	7,725,888	$	372,712	$	277,454	$	2,175,853
ACCUMULATION UNITS OUTSTANDING			278,436		264,423		768,753		29,841		22,726		806,397
UNIT VALUE (ACCUMULATION)		$	18.25	$	15.87	$	10.05	$	12.49	$	12.21	$	2.69
(1)	Cost of investments:	$	4,753,514	$	4,557,357	$	7,067,733	$	350,869	$	260,371	$	2,292,853
	Shares of investments:		203,936		806,874		298,206		34,133		21,487		165,128
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		ALGER BALANCED PORTFOLIO		ALGER LARGECAP GROWTH PORTFOLIO		ALGER MIDCAP GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO		ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO		ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
ASSETS:
	Investments at market value (1)	$	1,159,987	$	20,571,482	$	8,031,313	$	7,564,936	$	2,611,608	$	23,816,438
	Investment income due and accrued
	Purchase payments receivable
	Due from Great West Life & Annuity Insurance Company		1,012		10,123		8,032		42,388
	Total assets		1,160,999		20,581,605		8,039,345		7,607,324		2,611,608		23,816,438
LIABILITIES:
	Redemptions payable				43,350		15,356		772				10,914
	Due to Great West Life & Annuity Insurance Company		67		1,371		514		452		161		2,836
	Total liabilities		67		44,721		15,870		1,224		161		13,750
NET ASSETS		$	1,160,932	$	20,536,884	$	8,023,475	$	7,606,100	$	2,611,447	$	23,802,688
NET ASSETS REPRESENTED BY:
	Accumulation units	$	1,150,022	$	20,485,710	$	8,009,052	$	7,388,569	$	2,611,447	$	23,766,809
	Contracts in payout phase		10,910		51,174		14,423		217,531				35,879
NET ASSETS		$	1,160,932	$	20,536,884	$	8,023,475	$	7,606,100	$	2,611,447	$	23,802,688
ACCUMULATION UNITS OUTSTANDING			101,474		1,464,376		609,172		762,497		284,487		1,873,164
UNIT VALUE (ACCUMULATION)		$	11.33	$	13.99	$	13.15	$	9.69	$	9.18	$	12.69
(1)	Cost of investments:	$	1,429,310	$	21,471,674	$	9,633,723	$	10,779,915	$	3,028,818	$	31,659,037
	Shares of investments:		107,506		530,193		751,996		497,693		148,725		1,429,558
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO		ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO		ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO		AMERICAN CENTURY VP BALANCED FUND		AMERICAN CENTURY VP INCOME & GROWTH FUND		AMERICAN CENTURY VP INTERNATIONAL FUND
ASSETS:
	Investments at market value (1)	$	13,205,102	$	10,823,120	$	4,566,416	$	6,105,255	$	4,421,061	$	7,527,662
	Investment income due and accrued
	Purchase payments receivable								24,704
	Due from Great West Life & Annuity Insurance Company				50,242				279		244		610
	Total assets		13,205,102		10,873,362		4,566,416		6,130,238		4,421,305		7,528,272
LIABILITIES:
	Redemptions payable		11,520		48,729
	Due to Great West Life & Annuity Insurance Company		808		633		1,294		381		264		485
	Total liabilities		12,328		49,362		1,294		381		264		485
NET ASSETS		$	13,192,774	$	10,824,000	$	4,565,122	$	6,129,857	$	4,421,041	$	7,527,787
NET ASSETS REPRESENTED BY:
	Accumulation units	$	13,173,157	$	10,544,081	$	4,558,507	$	6,127,789	$	4,419,237	$	7,443,601
	Contracts in payout phase		19,617		279,919		6,615		2,068		1,804		84,186
NET ASSETS		$	13,192,774	$	10,824,000	$	4,565,122	$	6,129,857	$	4,421,041	$	7,527,787
ACCUMULATION UNITS OUTSTANDING			1,788,101		510,999		475,459		487,030		426,363		519,520
UNIT VALUE (ACCUMULATION)		$	7.37	$	20.63	$	9.59	$	12.58	$	10.36	$	14.33
(1)	Cost of investments:	$	17,926,853	$	13,949,404	$	3,952,301	$	6,539,669	$	5,746,185	$	8,154,054
	Shares of investments:		898,306		1,122,730		340,523		1,061,783		821,759		973,824
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		AMERICAN CENTURY VP MID CAP VALUE FUND		AMERICAN CENTURY VP VALUE FUND		COLUMBIA VIT MARSICO 21ST CENTURY FUND		COLUMBIA VIT SMALL CAP VALUE FUND		DELAWARE VIP GROWTH OPPORTUNITIES SERIES		DELAWARE VIP SMALL CAP VALUE SERIES
ASSETS:
	Investments at market value (1)	$	653,024	$	14,350,205	$	502,028	$	418,322	$	1,569,611	$	16,244,834
	Investment income due and accrued
	Purchase payments receivable												7,673
	Due from Great West Life & Annuity Insurance Company				9,157								302
	Total assets		653,024		14,359,362		502,028		418,322		1,569,611		16,252,809
LIABILITIES:
	Redemptions payable				3,903
	Due to Great West Life & Annuity Insurance Company		39		888		30		23		99		992
	Total liabilities		39		4,791		30		23		99		992
NET ASSETS		$	652,985	$	14,354,571	$	501,998	$	418,299	$	1,569,512	$	16,251,817
NET ASSETS REPRESENTED BY:
	Accumulation units	$	652,985	$	14,286,475	$	501,998	$	418,299	$	1,569,512	$	16,227,839
	Contracts in payout phase				68,096								23,978
NET ASSETS		$	652,985	$	14,354,571	$	501,998	$	418,299	$	1,569,512	$	16,251,817
ACCUMULATION UNITS OUTSTANDING			49,824		1,091,341		37,710		33,080		142,437		950,391
UNIT VALUE (ACCUMULATION)		$	13.11	$	13.09	$	13.31	$	12.65	$	11.02	$	17.07
(1)	Cost of investments:	$	588,492	$	17,493,423	$	491,413	$	395,130	$	1,279,933	$	19,200,875
	Shares of investments:		53,835		2,717,842		49,122		29,923		96,295		668,237
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		DREYFUS IP MIDCAP STOCK PORTFOLIO		DREYFUS VIF APPRECIATION PORTFOLIO		DREYFUS VIF DEVELOPING LEADERS PORTFOLIO		DREYFUS VIF GROWTH & INCOME PORTFOLIO		DWS BLUE CHIP VIP PORTFOLIO		DWS CAPITAL GROWTH VIP PORTFOLIO
ASSETS:
	Investments at market value (1)	$	1,837,123	$	6,377,922	$	670,363	$	2,243,896	$	5,261,699	$	7,486,306
	Investment income due and accrued								5,191
	Purchase payments receivable
	Due from Great West Life & Annuity Insurance Company												6,225
	Total assets		1,837,123		6,377,922		670,363		2,249,087		5,261,699		7,492,531
LIABILITIES:
	Redemptions payable				9,699				157				30,759
	Due to Great West Life & Annuity Insurance Company		114		11,827		39		148		3,844		467
	Total liabilities		114		21,526		39		305		3,844		31,226
NET ASSETS		$	1,837,009	$	6,356,396	$	670,324	$	2,248,782	$	5,257,855	$	7,461,305
NET ASSETS REPRESENTED BY:
	Accumulation units	$	1,837,009	$	6,262,086	$	670,324	$	2,248,782	$	5,239,922	$	7,420,764
	Contracts in payout phase				94,310						17,933		40,541
NET ASSETS		$	1,837,009	$	6,356,396	$	670,324	$	2,248,782	$	5,257,855	$	7,461,305
ACCUMULATION UNITS OUTSTANDING			149,279		599,711		78,019		249,426		515,637		768,572
UNIT VALUE (ACCUMULATION)		$	12.31	$	10.44	$	8.59	$	9.02	$	10.16	$	9.66
(1)	Cost of investments:	$	1,996,193	$	6,652,044	$	1,018,641	$	2,720,404	$	5,989,141	$	7,441,409
	Shares of investments:		175,633		203,119		28,538		133,090		554,447		442,192
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO		DWS GROWTH & INCOME VIP PORTFOLIO		DWS HEALTH CARE VIP PORTFOLIO		DWS LARGE CAP VALUE VIP PORTFOLIO		DWS SMALL CAP GROWTH VIP PORTFOLIO		DWS SMALL CAP INDEX VIP PORTFOLIO
ASSETS:
	Investments at market value (1)	$	5,706,169	$	531,862	$	3,652,360	$	6,727,082	$	651,620	$	11,690,828
	Investment income due and accrued
	Purchase payments receivable
	Due from Great West Life & Annuity Insurance Company		462		2,915		10						12,806
	Total assets		5,706,631		534,777		3,652,370		6,727,082		651,620		11,703,634
LIABILITIES:
	Redemptions payable		1,253				8,012		24,144				46,417
	Due to Great West Life & Annuity Insurance Company		347		38		228		413		41		747
	Total liabilities		1,600		38		8,240		24,557		41		47,164
NET ASSETS		$	5,705,031	$	534,739	$	3,644,130	$	6,702,525	$	651,579	$	11,656,470
NET ASSETS REPRESENTED BY:
	Accumulation units	$	5,700,158	$	530,058	$	3,616,102	$	6,702,525	$	651,579	$	11,624,006
	Contracts in payout phase		4,873		4,681		28,028						32,464
NET ASSETS		$	5,705,031	$	534,739	$	3,644,130	$	6,702,525	$	651,579	$	11,656,470
ACCUMULATION UNITS OUTSTANDING			617,433		65,396		325,238		633,012		81,338		842,885
UNIT VALUE (ACCUMULATION)		$	9.23	$	8.11	$	11.12	$	10.59	$	8.01	$	13.79
(1)	Cost of investments:	$	5,276,257	$	602,930	$	3,357,035	$	6,754,692	$	815,475	$	13,938,005
	Shares of investments:		568,344		79,264		325,813		619,437		60,899		1,180,892
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		DWS STRATEGIC VALUE VIP PORTFOLIO		FEDERATED CAPITAL INCOME FUND II		FEDERATED CLOVER VALUE FUND II		FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II		FEDERATED INTERNATIONAL EQUITY FUND II		FRANKLIN SMALL CAP VALUE SECURITIES FUND
ASSETS:
	Investments at market value (1)	$	3,250,229	$	681,079	$	3,484,707	$	56,437,294	$	642,685	$	2,320,097
	Investment income due and accrued
	Purchase payments receivable								17,973
	Due from Great West Life & Annuity Insurance Company										333
	Total assets		3,250,229		681,079		3,484,707		56,455,267		643,018		2,320,097
LIABILITIES:
	Redemptions payable
	Due to Great West Life & Annuity Insurance Company		205		48		6,052		73,953		38		145
	Total liabilities		205		48		6,052		73,953		38		145
NET ASSETS		$	3,250,024	$	681,031	$	3,478,655	$	56,381,314	$	642,980	$	2,319,952
NET ASSETS REPRESENTED BY:
	Accumulation units	$	3,250,024	$	681,031	$	3,458,312	$	56,134,329	$	636,144	$	2,319,952
	Contracts in payout phase						20,343		246,985		6,836
NET ASSETS		$	3,250,024	$	681,031	$	3,478,655	$	56,381,314	$	642,980	$	2,319,952
ACCUMULATION UNITS OUTSTANDING			393,517		50,510		241,802		3,747,222		60,928		275,603
UNIT VALUE (ACCUMULATION)		$	8.26	$	13.48	$	14.30	$	14.98	$	10.44	$	8.42
(1)	Cost of investments:	$	4,337,133	$	663,494	$	5,573,779	$	55,479,911	$	700,253	$	2,064,948
	Shares of investments:		441,607		78,556		384,625		4,929,021		46,707		181,683
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES		JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES		JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES
ASSETS:
	Investments at market value (1)	$	9,793,514	$	23,816,458	$	28,160,067	$	28,552,762	$	8,298,283	$	7,936,153
	Investment income due and accrued
	Purchase payments receivable				3,748				45,346
	Due from Great West Life & Annuity Insurance Company										327
	Total assets		9,793,514		23,820,206		28,160,067		28,598,108		8,298,610		7,936,153
LIABILITIES:
	Redemptions payable						99						3,704
	Due to Great West Life & Annuity Insurance Company		599		1,423		8,294		2,129		525		481
	Total liabilities		599		1,423		8,393		2,129		525		4,185
NET ASSETS		$	9,792,915	$	23,818,783	$	28,151,674	$	28,595,979	$	8,298,085	$	7,931,968
NET ASSETS REPRESENTED BY:
	Accumulation units	$	9,792,915	$	23,818,783	$	27,658,552	$	28,490,472	$	8,291,715	$	7,931,968
	Contracts in payout phase						493,122		105,507		6,370
NET ASSETS		$	9,792,915	$	23,818,783	$	28,151,674	$	28,595,979	$	8,298,085	$	7,931,968
ACCUMULATION UNITS OUTSTANDING			638,288		2,198,233		1,667,464		2,322,035		815,609		966,082
UNIT VALUE (ACCUMULATION)		$	15.34	$	10.84	$	16.59	$	12.27	$	10.17	$	8.21
(1)	Cost of investments:	$	9,973,693	$	23,142,796	$	25,790,371	$	26,720,434	$	9,377,203	$	7,205,763
	Shares of investments:		364,342		852,720		2,240,260		2,137,183		518,967		494,156
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		JANUS ASPEN JANUS PORTFOLIO		JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES		JANUS ASPEN WORLDWIDE PORTFOLIO		JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO		LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES PORTFOLIO
ASSETS:
	Investments at market value (1)	$	7,845,950	$	15,196,613	$	6,669,893	$	9,196,338	$	847,230	$	5,025,524
	Investment income due and accrued										207
	Purchase payments receivable
	Due from Great West Life & Annuity Insurance Company		3,642		7,009						75
	Total assets		7,849,592		15,203,622		6,669,893		9,196,338		847,512		5,025,524
LIABILITIES:
	Redemptions payable		216		93		58,161		375				22,089
	Due to Great West Life & Annuity Insurance Company		552		1,064		2,534		1,538		49		2,384
	Total liabilities		768		1,157		60,695		1,913		49		24,473
NET ASSETS		$	7,848,824	$	15,202,465	$	6,609,198	$	9,194,425	$	847,463	$	5,001,051
NET ASSETS REPRESENTED BY:
	Accumulation units	$	7,820,977	$	15,175,547	$	6,606,265	$	9,142,484	$	839,957	$	4,998,118
	Contracts in payout phase		27,847		26,918		2,933		51,941		7,506		2,933
NET ASSETS		$	7,848,824	$	15,202,465	$	6,609,198	$	9,194,425	$	847,463	$	5,001,051
ACCUMULATION UNITS OUTSTANDING			496,702		586,322		660,123		608,190		70,129		341,215
UNIT VALUE (ACCUMULATION)		$	15.75	$	25.88	$	10.01	$	15.03	$	11.98	$	14.65
(1)	Cost of investments:	$	8,876,310	$	16,504,294	$	5,201,934	$	8,136,758	$	1,205,766	$	4,676,242
	Shares of investments:		366,120		331,153		147,957		351,273		72,043		261,338
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		LVIP BARON GROWTH OPPORTUNITIES FUND		MFS INTERNATIONAL VALUE FUND		MFS UTILITIES PORTFOLIO		NEUBERGER BERMAN AMT REGENCY PORTFOLIO		NVIT MID CAP INDEX FUND		OPPENHEIMER GLOBAL SECURITIES FUND/VA
ASSETS:
	Investments at market value (1)	$	15,980,688	$	1,620,965	$	3,752,538	$	328,781	$	8,477,517	$	26,403,100
	Investment income due and accrued
	Purchase payments receivable
	Due from Great West Life & Annuity Insurance Company										10,461
	Total assets		15,980,688		1,620,965		3,752,538		328,781		8,487,978		26,403,100
LIABILITIES:
	Redemptions payable		36,286				538				4,170		13,900
	Due to Great West Life & Annuity Insurance Company		8,881		99		249		20		523		10,680
	Total liabilities		45,167		99		787		20		4,693		24,580
NET ASSETS		$	15,935,521	$	1,620,866	$	3,751,751	$	328,761	$	8,483,285	$	26,378,520
NET ASSETS REPRESENTED BY:
	Accumulation units	$	15,889,140	$	1,620,866	$	3,751,751	$	328,761	$	8,469,688	$	26,228,119
	Contracts in payout phase		46,381								13,597		150,401
NET ASSETS		$	15,935,521	$	1,620,866	$	3,751,751	$	328,761	$	8,483,285	$	26,378,520
ACCUMULATION UNITS OUTSTANDING			1,021,471		123,589		450,622		40,383		563,080		1,675,432
UNIT VALUE (ACCUMULATION)		$	15.56	$	13.11	$	8.33	$	8.14	$	15.04	$	15.65
(1)	Cost of investments:	$	18,625,056	$	1,575,108	$	3,407,213	$	222,049	$	9,557,136	$	30,637,546
	Shares of investments:		667,224		112,724		165,675		24,889		574,358		996,343
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		OPPENHEIMER INTERNATIONAL GROWTH FUND/VA		PIMCO VIT HIGH YIELD PORTFOLIO		PIMCO VIT LOW DURATION PORTFOLIO		PIMCO VIT TOTAL RETURN PORTFOLIO		PIONEER EMERGING MARKETS VCT PORTFOLIO		PIONEER FUND VCT PORTFOLIO
ASSETS:
	Investments at market value (1)	$	9,062,642	$	28,833,160	$	61,171,471	$	123,528,017	$	4,313,738	$	4,277,341
	Investment income due and accrued				211,553		97,487		330,658
	Purchase payments receivable				214,439		87,301
	Due from Great West Life & Annuity Insurance Company		353
	Total assets		9,062,995		29,259,152		61,356,259		123,858,675		4,313,738		4,277,341
LIABILITIES:
	Redemptions payable		9,426						158,181				9,264
	Due to Great West Life & Annuity Insurance Company		484		10,045		52,743		96,129		253		275
	Total liabilities		9,910		10,045		52,743		254,310		253		9,539
NET ASSETS		$	9,053,085	$	29,249,107	$	61,303,516	$	123,604,365	$	4,313,485	$	4,267,802
NET ASSETS REPRESENTED BY:
	Accumulation units	$	9,035,613	$	29,213,641	$	60,863,730	$	123,197,711	$	4,313,485	$	4,267,802
	Contracts in payout phase		17,472		35,466		439,786		406,654
NET ASSETS		$	9,053,085	$	29,249,107	$	61,303,516	$	123,604,365	$	4,313,485	$	4,267,802
ACCUMULATION UNITS OUTSTANDING			669,101		1,849,875		4,946,864		9,338,838		564,273		381,404
UNIT VALUE (ACCUMULATION)		$	13.50	$	15.79	$	12.30	$	13.19	$	7.64	$	11.19
(1)	Cost of investments:	$	9,602,615	$	24,605,895	$	61,237,193	$	119,697,172	$	3,502,408	$	4,485,271
	Shares of investments:		5,492,510		3,960,599		6,050,591		11,416,637		160,124		218,232
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO		PIONEER MID CAP VALUE VCT PORTFOLIO		PRUDENTIAL SERIES FUND EQUITY PORTFOLIO		PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO		ROYCE CAPITAL FUND SMALL-CAP PORTFOLIO		SCHWAB MARKETTRACK GROWTH PORTFOLIO II
ASSETS:
	Investments at market value (1)	$	4,827,053	$	2,151,936	$	352,600	$	1,239,466	$	1,408,174	$	25,291,392
	Investment income due and accrued
	Purchase payments receivable												940
	Due from Great West Life & Annuity Insurance Company		4,618		1,919								1,226
	Total assets		4,831,671		2,153,855		352,600		1,239,466		1,408,174		25,293,558
LIABILITIES:
	Redemptions payable		10,753		9,542		94		466		5,436
	Due to Great West Life & Annuity Insurance Company		330		132		25		73		87		1,584
	Total liabilities		11,083		9,674		119		539		5,523		1,584
NET ASSETS		$	4,820,588	$	2,144,181	$	352,481	$	1,238,927	$	1,402,651	$	25,291,974
NET ASSETS REPRESENTED BY:
	Accumulation units	$	4,813,171	$	2,130,473	$	352,481	$	1,238,927	$	1,402,651	$	25,125,446
	Contracts in payout phase		7,417		13,708								166,528
NET ASSETS		$	4,820,588	$	2,144,181	$	352,481	$	1,238,927	$	1,402,651	$	25,291,974
ACCUMULATION UNITS OUTSTANDING			404,388		234,328		33,183		86,120		107,022		1,846,492
UNIT VALUE (ACCUMULATION)		$	11.90	$	9.09	$	10.62	$	14.39	$	13.11	$	13.61
(1)	Cost of investments:	$	5,255,838	$	1,965,971	$	380,947	$	1,185,901	$	1,290,375	$	29,256,466
	Shares of investments:		252,197		149,336		15,699		33,608		162,983		1,887,417
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		SCHWAB MONEY MARKET PORTFOLIO		SCHWAB S&P 500 INDEX PORTFOLIO		SELIGMAN COMMUNICATIONS & INFORMATION PORTFOLIO		SENTINEL VARIABLE PRODUCTS BOND FUND		SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND		SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
ASSETS:
	Investments at market value (1)	$	136,446,951	$	111,065,669	$	4,682,286	$	823,249	$	608,397	$	183,732
	Investment income due and accrued		1,723
	Purchase payments receivable		1,820,828		36,968
	Due from Great West Life & Annuity Insurance Company		70,865		54,707
	Total assets		138,340,367		111,157,344		4,682,286		823,249		608,397		183,732
LIABILITIES:
	Redemptions payable
	Due to Great West Life & Annuity Insurance Company		8,492		7,136		295		46		39		10
	Total liabilities		8,492		7,136		295		46		39		10
NET ASSETS		$	138,331,875	$	111,150,208	$	4,681,991	$	823,203	$	608,358	$	183,722
NET ASSETS REPRESENTED BY:
	Accumulation units	$	137,843,036	$	110,725,170	$	4,681,991	$	823,203	$	608,358	$	183,722
	Contracts in payout phase		488,839		425,038
NET ASSETS		$	138,331,875	$	111,150,208	$	4,681,991	$	823,203	$	608,358	$	183,722
ACCUMULATION UNITS OUTSTANDING			11,478,878		8,808,403		404,640		77,745		48,172		14,548
UNIT VALUE (ACCUMULATION)		$	12.01	$	12.57	$	11.57	$	10.59	$	12.63	$	12.63
(1)	Cost of investments:	$	136,446,951	$	118,876,639	$	3,763,489	$	902,068	$	546,713	$	174,092
	Shares of investments:		136,446,951		6,839,019		239,626		82,490		51,126		15,597
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		THIRD AVENUE VALUE PORTFOLIO		TOUCHSTONE MID CAP GROWTH FUND		UNIVERSAL INSTITUTIONAL FUND U.S. REAL ESTATE PORTFOLIO		VAN ECK INSURANCE TRUST WORLDWIDE HARD ASSETS FUND		VAN ECK INSURANCE TRUST WORLDWIDE BOND FUND		VAN KAMPEN LIT COMSTOCK
ASSETS:
	Investments at market value (1)	$	9,298,546	$	729,572	$	6,929,956	$	1,961,980	$	2,970,110	$	2,319,596
	Investment income due and accrued				634
	Purchase payments receivable						71,163				31,987
	Due from Great West Life & Annuity Insurance Company						1,355
	Total assets		9,298,546		730,206		7,002,474		1,961,980		3,002,097		2,319,596
LIABILITIES:
	Redemptions payable
	Due to Great West Life & Annuity Insurance Company		542		40		495		116		31,621		289
	Total liabilities		542		40		495		116		31,621		289
NET ASSETS		$	9,298,004	$	730,166	$	7,001,979	$	1,961,864	$	2,970,476	$	2,319,307
NET ASSETS REPRESENTED BY:
	Accumulation units	$	9,298,004	$	730,166	$	7,000,267	$	1,961,864	$	2,886,823	$	2,317,831
	Contracts in payout phase						1,712				83,653		1,476
NET ASSETS		$	9,298,004	$	730,166	$	7,001,979	$	1,961,864	$	2,970,476	$	2,319,307
ACCUMULATION UNITS OUTSTANDING			1,180,447		55,555		307,560		145,242		265,001		238,273
UNIT VALUE (ACCUMULATION)		$	7.88	$	13.14	$	22.76	$	13.51	$	10.89	$	9.73
(1)	Cost of investments:	$	11,841,969	$	715,277	$	9,845,960	$	1,808,212	$	2,980,294	$	2,530,034
	Shares of investments:		687,254		66,084		682,754		68,124		252,775		229,436
The accompanying notes are an integral part of these financial statements.												(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2009
		VAN KAMPEN LIT GROWTH & INCOME		WELLS FARGO ADVANTAGE VT DISCOVERY FUND		WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND		WELLS FARGO ADVANTAGE VT SMALL/MID CAP VALUE FUND		TOTAL VARIABLE ANNUITY-1 SERIES ACCOUNT
										(UNAUDITED)
ASSETS:
	Investments at market value (1)	$	10,569,145	$	3,207,374	$	4,982,130	$	2,988,673	$	1,057,799,870
	Investment income due and accrued										647,453
	Purchase payments receivable		24,652								2,388,869
	Due from Great West Life & Annuity Insurance Company		2,776				35,237				340,182
	Total assets		10,596,573		3,207,374		5,017,367		2,988,673		1,061,176,374
LIABILITIES:
	Redemptions payable								15,000		642,765
	Due to Great West Life & Annuity Insurance Company		650		187		299		10,814		378,629
	Total liabilities		650		187		299		25,814		1,021,394
NET ASSETS		$	10,595,923	$	3,207,187	$	5,017,068	$	2,962,859	$	1,060,154,980
NET ASSETS REPRESENTED BY:
	Accumulation units	$	10,591,465	$	3,207,187	$	4,850,446	$	2,931,592	$	1,055,595,310
	Contracts in payout phase		4,458				166,622		31,267		4,559,670
NET ASSETS		$	10,595,923	$	3,207,187	$	5,017,068	$	2,962,859	$	1,060,154,980
ACCUMULATION UNITS OUTSTANDING			980,099		326,398		414,051		222,781
UNIT VALUE (ACCUMULATION)		$	10.81	$	9.83	$	11.71	$	13.16
(1)	Cost of investments:	$	10,439,719	$	3,655,638	$	4,999,579	$	4,151,892	$	1,105,364,900
	Shares of investments:		645,641		204,291		331,921		381,695
The accompanying notes are an integral part of these financial statements.										(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
		AIM V.I. CORE EQUITY FUND			AIM V.I. HIGH YIELD FUND			AIM V.I. INTERNATIONAL GROWTH FUND			AIM V.I. MID CAP CORE EQUITY FUND			AIM V.I. SMALL CAP EQUITY FUND			AIM V.I. TECHNOLOGY FUND
												(1	)		(1	)
INVESTMENT INCOME:
	Dividends	$	82,935		$	313,273		$	111,875		$	4,248		$	360		$
EXPENSES:
	Mortality and expense risk		40,692			31,815			39,183			964			625			15,536
NET INVESTMENT INCOME (LOSS)			42,243			281,458			72,692			3,284			(265	)		(15,536	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(80,718	)		(415,775	)		(933,925	)		10,772			2,483			(224,987	)
	Realized gain distributions											4,099
	Net realized gain (loss)		(80,718	)		(415,775	)		(933,925	)		14,871			2,483			(224,987	)
	Change in net unrealized appreciation (depreciation)
	on investments		1,204,175			1,718,249			2,493,274			21,867			15,953			1,074,411
NET INCREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	1,165,700		$	1,583,932		$	1,632,041		$	40,022		$	18,171		$	833,888
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
	ALGER BALANCED PORTFOLIO			ALGER LARGECAP GROWTH PORTFOLIO			ALGER MIDCAP GROWTH PORTFOLIO			ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO			ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO			ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
INVESTMENT INCOME:
Dividends	$	36,317		$	108,158		$			$	301,520		$			$	941,418
EXPENSES:
Mortality and expense risk		7,714			133,658			49,310			54,233			18,313			151,035
NET INVESTMENT INCOME (LOSS)		28,603			(25,500	)		(49,310	)		247,287			(18,313	)		790,383
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized loss on sale of fund shares		(144,741	)		(2,050,574	)		(3,640,473	)		(3,315,261	)		(353,044	)		(9,901,390	)
Realized gain distributions
Net realized loss		(144,741	)		(2,050,574	)		(3,640,473	)		(3,315,261	)		(353,044	)		(9,901,390	)
Change in net unrealized depreciation
on investments		386,924			8,316,283			6,265,114			4,287,819			1,057,938			15,481,983
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	270,786		$	6,240,209		$	2,575,331		$	1,219,845		$	686,581		$	6,370,976
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
		ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO			ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO			ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO			ALLIANCE-BERNSTEIN VPS UTILITY INCOME PORTFOLIO			AMERICAN CENTURY VP BALANCED FUND			AMERICAN CENTURY VP INCOME & GROWTH FUND
												(1	)
INVESTMENT INCOME:
	Dividends	$	157,772		$	226,032		$	35,922		$	203,546		$	292,720		$	180,999
EXPENSES:
	Mortality and expense risk		83,878			55,414			25,440			25,601			42,272			27,490
NET INVESTMENT INCOME			73,894			170,618			10,482			177,945			250,448			153,509
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized loss on sale of fund shares		(6,263,466	)		(4,726,440	)		(1,207,694	)		(2,950,653	)		(671,809	)		(629,670	)
	Realized gain distributions					164,023			140,185
	Net realized loss		(6,263,466	)		(4,562,417	)		(1,067,509	)		(2,950,653	)		(671,809	)		(629,670	)
	Change in net unrealized appreciation (depreciation)
	on investments		9,150,030			6,487,165			2,180,508			3,026,376			1,186,531			1,063,666
NET INCREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	2,960,458		$	2,095,366		$	1,123,481		$	253,668		$	765,170		$	587,505
(1)	The investment division ceased operations on September 28, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
		AMERICAN CENTURY VP INTERNATIONAL FUND			AMERICAN CENTURY VP MID CAP VALUE FUND			AMERICAN CENTURY VP VALUE FUND			COLUMBIA VIT MARSICO 21ST CENTURY FUND			COLUMBIA VIT SMALL CAP VALUE FUND			DELAWARE VIP GROWTH OPPORTUNITIES SERIES
						(1	)					(1	)		(1	)
INVESTMENT INCOME:
	Dividends	$	145,057		$	4,021		$	722,029		$			$	1,098		$
EXPENSES:
	Mortality and expense risk		53,218			1,389			92,749			600			1,012			7,945
NET INVESTMENT INCOME (LOSS)			91,839			2,632			629,280			(600	)		86			(7,945	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(312,972	)		1,587			(3,584,510	)		6,435			19,823			(204,219	)
	Realized gain distributions
	Net realized gain (loss)		(312,972	)		1,587			(3,584,510	)		6,435			19,823			(204,219	)
	Change in net unrealized appreciation (depreciation)
	on investments		2,124,473			64,532			4,947,633			10,615			23,192			599,667
NET INCREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	1,903,340		$	68,751		$	1,992,403		$	16,450		$	43,101		$	387,503
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
	DELAWARE VIP SMALL CAP VALUE SERIES			DREYFUS IP MIDCAP STOCK PORTFOLIO			DREYFUS VIF APPRECIATION PORTFOLIO			DREYFUS VIF DEVELOPING LEADERS PORTFOLIO			DREYFUS VIF GROWTH & INCOME PORTFOLIO			DWS BLUE CHIP VIP PORTFOLIO
INVESTMENT INCOME:
Dividends	$	132,656		$	30,554		$	147,010		$	10,117		$	26,090		$	76,003
EXPENSES:
Mortality and expense risk		100,532			13,614			45,713			4,089			15,674			29,083
NET INVESTMENT INCOME		32,124			16,940			101,297			6,028			10,416			46,920
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized loss on sale of fund shares		(2,061,047	)		(932,045	)		(827,510	)		(75,232	)		(255,048	)		(1,497,312	)
Realized gain distributions								428,968
Net realized loss		(2,061,047	)		(932,045	)		(398,542	)		(75,232	)		(255,048	)		(1,497,312	)
Change in net unrealized depreciation
on investments		5,791,111			1,419,622			1,327,629			200,428			725,908			2,590,756
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	3,762,188		$	504,517		$	1,030,384		$	131,224		$	481,276		$	1,140,364
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
	DWS CAPITAL GROWTH VIP PORTFOLIO			DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO			DWS GROWTH & INCOME VIP PORTFOLIO			DWS HEALTH CARE VIP PORTFOLIO			DWS LARGE CAP VALUE VIP PORTFOLIO			DWS SMALL CAP GROWTH VIP PORTFOLIO
INVESTMENT INCOME:
Dividends	$	82,414		$	80,366		$	11,036		$	47,641		$	123,863		$
EXPENSES:
Mortality and expense risk		47,822			33,553			4,113			26,375			42,770			4,148
NET INVESTMENT INCOME (LOSS)		34,592			46,813			6,923			21,266			81,093			(4,148	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized loss on sale of fund shares		(395,667	)		(1,602,753	)		(118,541	)		(803,564	)		(1,464,489	)		(39,756	)
Realized gain distributions											45,105
Net realized loss		(395,667	)		(1,602,753	)		(118,541	)		(758,459	)		(1,464,489	)		(39,756	)
Change in net unrealized appreciation (depreciation)
on investments		1,900,288			2,788,310			256,512			1,350,697			2,540,752			238,741
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	1,539,213		$	1,232,370		$	144,894		$	613,504		$	1,157,356		$	194,837
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
	DWS SMALL CAP INDEX VIP PORTFOLIO			DWS STRATEGIC VALUE VIP PORTFOLIO			FEDERATED CAPITAL INCOME FUND II			FEDERATED CLOVER VALUE FUND II			FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II		FEDERATED INTERNATIONAL EQUITY FUND II
INVESTMENT INCOME:
Dividends	$	184,505		$	194,767		$	39,212		$	99,177		$	3,055,622	$	19,482
EXPENSES:
Mortality and expense risk		79,440			28,185			5,312			30,297			471,772		4,233
NET INVESTMENT INCOME		105,065			166,582			33,900			68,880			2,583,850		15,249
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) on sale of fund shares		(2,636,057	)		(4,039,303	)		(842	)		(2,505,883	)		1,286		(98,233	)
Realized gain distributions		691,981
Net realized gain (loss)		(1,944,076	)		(4,039,303	)		(842	)		(2,505,883	)		1,286		(98,233	)
Change in net unrealized appreciation (depreciation)
on investments		4,216,654			4,499,644			117,887			2,685,753			54,949		279,840
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	2,377,643		$	626,923		$	150,945		$	248,750		$	2,640,085	$	196,856
The accompanying notes are an integral part of these financial statements.															(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
	FRANKLIN SMALL CAP VALUE SECURITIES FUND			JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES			JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES			JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES			JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES		JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES
INVESTMENT INCOME:
Dividends	$	26,246		$	275,542		$	515,727		$	1,238,818		$	1,033,427	$	61,255
EXPENSES:
Mortality and expense risk		11,394			69,099			129,413			222,404			175,532		59,598
NET INVESTMENT INCOME		14,852			206,443			386,314			1,016,414			857,895		1,657
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) on sale of fund shares		(337,043	)		(170,670	)		(778,529	)		(112,962	)		328,230		(829,608	)
Realized gain distributions		72,277			357,440			622,115			24,647			19,705
Net realized gain (loss)		(264,766	)		186,770			(156,414	)		(88,315	)		347,935		(829,608	)
Change in net unrealized appreciation (depreciation)
on investments		705,828			1,647,749			3,742,390			2,360,441			1,622,150		3,292,711
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	455,914		$	2,040,962		$	3,972,290		$	3,288,540		$	2,827,980	$	2,464,760
The accompanying notes are an integral part of these financial statements.															(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
	JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES			JANUS ASPEN JANUS PORTFOLIO			JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES			JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES			JANUS ASPEN WORLDWIDE PORTFOLIO			JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO
INVESTMENT INCOME:
Dividends	$	41,234		$	37,267		$	72,185		$	19,240		$	113,639		$	5,984
EXPENSES:
Mortality and expense risk		42,908			58,824			109,223			35,682			68,117			5,236
NET INVESTMENT INCOME (LOSS)		(1,674	)		(21,557	)		(37,038	)		(16,442	)		45,522			748
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized loss on sale of fund shares		(1,723,201	)		(564,506	)		(609,956	)		(826,126	)		(16,795	)		(80,075	)
Realized gain distributions								362,025			123,115						12,518
Net realized loss		(1,723,201	)		(564,506	)		(247,931	)		(703,011	)		(16,795	)		(67,557	)
Change in net unrealized appreciation (depreciation)
on investments		3,495,317			2,686,763			7,467,486			2,752,431			2,545,406			213,461
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	1,770,442		$	2,100,700		$	7,182,517		$	2,032,978		$	2,574,133		$	146,652
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
		LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES PORTFOLIO			LVIP BARON GROWTH OPPORTUNITIES FUND			MFS INTERNATIONAL VALUE FUND			MFS UTILITIES PORTFOLIO			NEUBERGER BERMAN AMT REGENCY PORTFOLIO			NVIT MID CAP INDEX FUND
			(1	)					(1	)
INVESTMENT INCOME:
	Dividends	$	115,566		$			$			$	43,100		$	2,623		$	53,128
EXPENSES:
	Mortality and expense risk		11,865			106,575			3,403			9,354			2,919			53,712
NET INVESTMENT INCOME (LOSS)			103,701			(106,575	)		(3,403	)		33,746			(296	)		(584	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		78,504			(1,205,218	)		26,684			(9,043	)		(312,069	)		(1,250,063	)
	Realized gain distributions														3,817			229,162
	Net realized gain (loss)		78,504			(1,205,218	)		26,684			(9,043	)		(308,252	)		(1,020,901	)
	Change in net unrealized appreciation (depreciation)
	on investments		349,282			5,636,921			45,857			346,593			417,212			3,254,449
NET INCREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	531,487		$	4,325,128		$	69,138		$	371,296		$	108,664		$	2,232,964
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
	OPPENHEIMER GLOBAL SECURITIES FUND/VA			OPPENHEIMER INTERNATIONAL GROWTH FUND/VA			PIMCO VIT HIGH YIELD PORTFOLIO			PIMCO VIT LOW DURATION PORTFOLIO			PIMCO VIT TOTAL RETURN PORTFOLIO		PIONEER EMERGING MARKETS VCT PORTFOLIO
INVESTMENT INCOME:
Dividends	$	501,134		$	86,013		$	2,059,081		$	1,761,026		$	5,604,217	$	21,652
EXPENSES:
Mortality and expense risk		169,691			43,228			177,272			375,467			801,138		17,840
NET INVESTMENT INCOME		331,443			42,785			1,881,809			1,385,559			4,803,079		3,812
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) on sale of fund shares		(3,235,172	)		(1,686,682	)		(4,535,890	)		(269,135	)		1,184,967		224,645
Realized gain distributions		477,826									2,715,615			3,656,122
Net realized gain (loss)		(2,757,346	)		(1,686,682	)		(4,535,890	)		2,446,480			4,841,089		224,645
Change in net unrealized appreciation (depreciation)
on investments		9,627,662			3,539,216			10,705,952			1,915,191			3,539,785		1,006,393
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	7,201,759		$	1,895,319		$	8,051,871		$	5,747,230		$	13,183,953	$	1,234,850
The accompanying notes are an integral part of these financial statements.															(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
		PIONEER FUND VCT PORTFOLIO			PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO			PIONEER MID CAP VALUE VCT PORTFOLIO			PIONEER SMALL CAP VALUE VCT PORTFOLIO			PRUDENTIAL SERIES FUND EQUITY PORTFOLIO			PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO
												(1	)					(2	)
INVESTMENT INCOME:
	Dividends	$	71,542		$			$	19,715		$	35,884		$	2,530		$	315
EXPENSES:
	Mortality and expense risk		31,407			30,889			11,296			6,646			2,543			1,882
NET INVESTMENT INCOME (LOSS)			40,135			(30,889	)		8,419			29,238			(13	)		(1,567	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		(858,609	)		(487,635	)		(392,786	)		(3,965,434	)		(51,426	)		15,536
	Realized gain distributions																	13,136
	Net realized gain (loss)		(858,609	)		(487,635	)		(392,786	)		(3,965,434	)		(51,426	)		28,672
	Change in net unrealized appreciation (depreciation)
	on investments		1,662,833			1,858,491			734,396			3,710,956			142,628			53,565
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	844,359		$	1,339,967		$	350,029		$	(225,240	)	$	91,189		$	80,670
(1)	The investment division ceased operations on April 29, 2009.
(2)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
		ROYCE CAPITAL FUND SMALL-CAP PORTFOLIO			SCHWAB MARKETTRACK GROWTH PORTFOLIO II			SCHWAB MONEY MARKET PORTFOLIO			SCHWAB S&P 500 INDEX PORTFOLIO			SELIGMAN COMMUNICATIONS & INFORMATION PORTFOLIO			SENTINEL VARIABLE PRODUCTS BOND FUND
			(1	)														(1	)
INVESTMENT INCOME:
	Dividends	$			$	643,147		$	220,234		$	2,589,722		$			$	40,493
EXPENSES:
	Mortality and expense risk		3,489			167,252			1,352,680			742,710			22,877			1,444
NET INVESTMENT INCOME (LOSS)			(3,489	)		475,895			(1,132,446	)		1,847,012			(22,877	)		39,049
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		25,966			(1,873,081	)					(4,335,847	)		(88,870	)		504
	Realized gain distributions																	37,379
	Net realized gain (loss)		25,966			(1,873,081	)					(4,335,847	)		(88,870	)		37,883
	Change in net unrealized appreciation (depreciation)
	on investments		117,799			6,001,607						24,831,613			1,418,232			(78,819	)
NET INCREASE (DECREASE) IN NET ASSETS
	RESULTING FROM OPERATIONS	$	140,276		$	4,604,421		$	(1,132,446	)	$	22,342,778		$	1,306,485		$	(1,887	)
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
		SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND			SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND			THIRD AVENUE VALUE PORTFOLIO			TOUCHSTONE MID CAP GROWTH FUND			UNIVERSAL INSTITUTIONAL FUND U.S. REAL ESTATE PORTFOLIO			VAN ECK INSURANCE TRUST WORLDWIDE HARD ASSETS FUND
			(1	)		(1	)					(1	)					(1	)
INVESTMENT INCOME:
	Dividends	$	8,122		$	674		$			$	634		$	176,587		$
EXPENSES:
	Mortality and expense risk		1,789			260			61,629			317			45,773			4,565
NET INVESTMENT INCOME (LOSS)			6,333			414			(61,629	)		317			130,814			(4,565	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		3,408			247			(4,560,711	)		46			(4,291,486	)		28,592
	Realized gain distributions								2,058,894
	Net realized gain (loss)		3,408			247			(2,501,817	)		46			(4,291,486	)		28,592
	Change in net unrealized appreciation (depreciation)
	on investments		61,684			9,640			5,797,695			14,295			5,488,666			153,768
NET INCREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	71,425		$	10,301		$	3,234,249		$	14,658		$	1,327,994		$	177,795
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
		VAN ECK INSURANCE TRUST WORLDWIDE BOND FUND			VAN KAMPEN LIT COMSTOCK			VAN KAMPEN LIT GROWTH & INCOME			WELLS FARGO ADVANTAGE VT DISCOVERY FUND			WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND			WELLS FARGO ADVANTAGE VT SMALL/MID CAP VALUE FUND
			(1	)
INVESTMENT INCOME:
	Dividends	$			$	89,044		$	360,756		$			$			$	30,402
EXPENSES:
	Mortality and expense risk		7,469			13,899			65,120			19,747			27,920			21,158
NET INVESTMENT INCOME (LOSS)			(7,469	)		75,145			295,636			(19,747	)		(27,920	)		9,244
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
	Realized gain (loss) on sale of fund shares		18,854			(461,384	)		(1,834,215	)		(429,415	)		(1,457,865	)		(432,946	)
	Realized gain distributions
	Net realized gain (loss)		18,854			(461,384	)		(1,834,215	)		(429,415	)		(1,457,865	)		(432,946	)
	Change in net unrealized appreciation (depreciation)
	on investments		(10,184	)		873,420			3,545,118			1,382,895			2,959,700			1,597,505
NET INCREASE IN NET ASSETS
	RESULTING FROM OPERATIONS	$	1,201		$	487,181		$	2,006,539		$	933,733		$	1,473,915		$	1,173,803
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
	TOTAL VARIABLE ANNUITY-1 SERIES ACCOUNT
	(UNAUDITED)
INVESTMENT INCOME:
Dividends	$	26,207,720
EXPENSES:
Mortality and expense risk		7,351,466
NET INVESTMENT INCOME		18,856,254
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized loss on sale of fund shares		(103,061,487	)
Realized gain distributions		12,260,154
Net realized loss		(90,801,333	)
Change in net unrealized depreciation
on investments		241,418,008
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	169,472,929
The accompanying notes are an integral part of these financial statements.	(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	AIM V.I. CORE EQUITY FUND						AIM V.I. HIGH YIELD FUND						AIM V.I. INTERNATIONAL GROWTH FUND
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	42,243		$	82,756		$	281,458		$	409,734		$	72,692		$	(20,303	)
Net realized gain (loss)		(80,718	)		117,846			(415,775	)		(198,123	)		(933,925	)		(1,584,662	)
Change in net unrealized appreciation (depreciation)
on investments		1,204,175			(2,486,224	)		1,718,249			(1,573,812	)		2,493,274			(1,891,043	)
Increase (decrease) in net assets resulting
from operations		1,165,700			(2,285,622	)		1,583,932			(1,362,201	)		1,632,041			(3,496,008	)
CONTRACT TRANSACTIONS:
Purchase payments														174,834			361,508
Redemptions		(525,270	)		(799,200	)		(692,858	)		(398,838	)		(352,682	)		(498,048	)
Transfers, net		(434,971	)		(238,800	)		(184,713	)		(908,297	)		2,176,367			(2,430,217	)
Contract maintenance charges		(1,158	)		(1,069	)		(493	)		(470	)		(198	)		(136	)
Adjustments to net assets allocated to contracts
in payout phase								(4,740	)		3,193
Increase (decrease) in net assets resulting from
contract transactions		(961,399	)		(1,039,069	)		(882,804	)		(1,304,412	)		1,998,321			(2,566,893	)
Total increase (decrease) in net assets		204,301			(3,324,691	)		701,128			(2,666,613	)		3,630,362			(6,062,901	)
NET ASSETS:
Beginning of period		4,877,429			8,202,120			3,510,939			6,177,552			4,095,526			10,158,427
End of period	$	5,081,730		$	4,877,429		$	4,212,067		$	3,510,939		$	7,725,888		$	4,095,526
CHANGES IN UNITS OUTSTANDING:
Units issued		1						1,182			107			493,573			500,488
Units redeemed		(61,530	)		(56,033	)		(70,701	)		(98,689	)		(271,769	)		(756,925	)
Net increase (decrease)		(61,529	)		(56,033	)		(69,519	)		(98,582	)		221,804			(256,437	)
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		AIM V.I. MID CAP CORE EQUITY FUND			AIM V.I. SMALL CAP EQUITY FUND			AIM V.I. TECHNOLOGY FUND						ALGER BALANCED PORTFOLIO
		2009			2009			2009			2008			2009			2008
			(1	)		(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	3,284		$	(265	)	$	(15,536	)	$	(26,383	)	$	28,603		$	34,652
	Net realized gain (loss)		14,871			2,483			(224,987	)		(562,779	)		(144,741	)		159,633
	Change in net unrealized appreciation (depreciation)
	on investments		21,867			15,953			1,074,411			(1,279,340	)		386,924			(860,889	)
	Increase (decrease) in net assets resulting
	from operations		40,022			18,171			833,888			(1,868,502	)		270,786			(666,604	)
CONTRACT TRANSACTIONS:
	Purchase payments		73,391			16,880						3,393
	Redemptions		(1,991	)					(94,248	)		(220,097	)		(122,861	)		(195,228	)
	Transfers, net		261,290			242,403			(372,724	)		(1,209,369	)		(199,838	)		(111,120	)
	Contract maintenance charges								(996	)		(988	)
	Adjustments to net assets allocated to contracts
	in payout phase								(3,355	)		927			(1,446	)		2,113
	Increase (decrease) in net assets resulting from
	contract transactions		332,690			259,283			(471,323	)		(1,426,134	)		(324,145	)		(304,235	)
	Total increase (decrease) in net assets		372,712			277,454			362,565			(3,294,636	)		(53,359	)		(970,839	)
NET ASSETS:
	Beginning of period		0			0			1,813,288			5,107,924			1,214,291			2,185,130
	End of period	$	372,712		$	277,454		$	2,175,853		$	1,813,288		$	1,160,932		$	1,214,291
CHANGES IN UNITS OUTSTANDING:
	Units issued		40,441			26,449			288			1,615,039			120			120
	Units redeemed		(10,600	)		(3,723	)		(236,556	)		(2,237,127	)		(34,995	)		(30,317	)
	Net increase (decrease)		29,841			22,726			(236,268	)		(622,088	)		(34,875	)		(30,197	)
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	ALGER LARGECAP GROWTH PORTFOLIO						ALGER MIDCAP GROWTH PORTFOLIO						ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(25,500	)	$	(148,942	)	$	(49,310	)	$	(64,770	)	$	247,287		$	195,722
Net realized gain (loss)		(2,050,574	)		434,249			(3,640,473	)		395,384			(3,315,261	)		1,247,444
Change in net unrealized depreciation
on investments		8,316,283			(15,212,301	)		6,265,114			(9,186,301	)		4,287,819			(8,650,263	)
Increase (decrease) in net assets resulting
from operations		6,240,209			(14,926,994	)		2,575,331			(8,855,687	)		1,219,845			(7,207,097	)
CONTRACT TRANSACTIONS:
Purchase payments		108,295			456,775			69,690			569,786			15			209,208
Redemptions		(1,643,679	)		(1,480,061	)		(522,509	)		(443,273	)		(470,962	)		(1,127,162	)
Transfers, net		(21,356	)		(1,789,674	)		564,892			(2,066,124	)		(2,717,131	)		619,201
Contract maintenance charges		(3,201	)		(3,145	)		(470	)		(565	)		(95	)		(79	)
Adjustments to net assets allocated to contracts
in payout phase		(5,635	)		9,559			(6,699	)		7,512			(103,066	)		39,788
Increase (decrease) in net assets resulting from
contract transactions		(1,565,576	)		(2,806,546	)		104,904			(1,932,664	)		(3,291,239	)		(259,044	)
Total increase (decrease) in net assets		4,674,633			(17,733,540	)		2,680,235			(10,788,351	)		(2,071,394	)		(7,466,141	)
NET ASSETS:
Beginning of period		15,862,251			33,595,791			5,343,240			16,131,591			9,677,494			17,143,635
End of period	$	20,536,884		$	15,862,251		$	8,023,475		$	5,343,240		$	7,606,100		$	9,677,494
CHANGES IN UNITS OUTSTANDING:
Units issued		299,456			466,176			221,730			299,822			38,349			390,009
Units redeemed		(541,317	)		(661,123	)		(221,462	)		(451,704	)		(421,457	)		(468,807	)
Net increase (decrease)		(241,861	)		(194,947	)		268			(151,882	)		(383,108	)		(78,798	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO						ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO						ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(18,313	)	$	(27,001	)	$	790,383		$	(269,482	)	$	73,894		$	87,976
Net realized loss		(353,044	)		(28,989	)		(9,901,390	)		(4,735,550	)		(6,263,466	)		(996,629	)
Change in net unrealized depreciation
on investments		1,057,938			(1,927,107	)		15,481,983			(17,518,381	)		9,150,030			(14,040,462	)
Increase (decrease) in net assets resulting
from operations		686,581			(1,983,097	)		6,370,976			(22,523,413	)		2,960,458			(14,949,115	)
CONTRACT TRANSACTIONS:
Purchase payments		6,488			93,684			156,059			1,153,820			200,737			1,646,070
Redemptions		(313,576	)		(187,134	)		(2,872,108	)		(1,985,521	)		(736,228	)		(1,019,071	)
Transfers, net		(308,322	)		(853,926	)		(663,232	)		309,234			(1,195,792	)		(822,126	)
Contract maintenance charges		(27	)		(8	)		(739	)		(885	)		(342	)		(486	)
Adjustments to net assets allocated to contracts
in payout phase								(1,354	)		2,002			(9	)
Decrease in net assets resulting from
contract transactions		(615,437	)		(947,384	)		(3,381,374	)		(521,350	)		(1,731,634	)		(195,613	)
Total increase (decrease) in net assets		71,144			(2,930,481	)		2,989,602			(23,044,763	)		1,228,824			(15,144,728	)
NET ASSETS:
Beginning of period		2,540,303			5,470,784			20,813,086			43,857,849			11,963,950			27,108,678
End of period	$	2,611,447		$	2,540,303		$	23,802,688		$	20,813,086		$	13,192,774		$	11,963,950
CHANGES IN UNITS OUTSTANDING:
Units issued		29,886			92,774			385,765			800,620			517,439			778,987
Units redeemed		(107,306	)		(179,094	)		(781,300	)		(961,494	)		(901,035	)		(894,134	)
Net decrease		(77,420	)		(86,320	)		(395,535	)		(160,874	)		(383,596	)		(115,147	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO						ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO						ALLIANCE-BERNSTEIN VPS UTILITY INCOME PORTFOLIO
		2009			2008			2009			2008			2009			2008
															(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	170,618		$	129,299		$	10,482		$	(4,964	)	$	177,945		$	265,241
	Net realized gain (loss)		(4,562,417	)		972,485			(1,067,509	)		(601,524	)		(2,950,653	)		97,109
	Change in net unrealized appreciation (depreciation)
	on investments		6,487,165			(6,106,888	)		2,180,508			(1,017,915	)		3,026,376			(5,025,783	)
	Increase (decrease) in net assets resulting
	from operations		2,095,366			(5,005,104	)		1,123,481			(1,624,403	)		253,668			(4,663,433	)
CONTRACT TRANSACTIONS:
	Purchase payments		203,612			285,440			29,108			513,335						30,901
	Redemptions		(398,758	)		(910,410	)		(197,087	)		(214,464	)		(212,716	)		(614,635	)
	Transfers, net		504,768			(157,352	)		1,009,513			199,867			(5,824,801	)		(2,775,605	)
	Contract maintenance charges								(90	)		(86	)		(185	)		(313	)
	Adjustments to net assets allocated to contracts
	in payout phase		(101,323	)		55,757			(1,008	)					(2,694	)		(4,004	)
	Increase (decrease) in net assets resulting from
	contract transactions		208,299			(726,565	)		840,436			498,652			(6,040,396	)		(3,363,656	)
	Total increase (decrease) in net assets		2,303,665			(5,731,669	)		1,963,917			(1,125,751	)		(5,786,728	)		(8,027,089	)
NET ASSETS:
	Beginning of period		8,520,335			14,252,004			2,601,205			3,726,956			5,786,728			13,813,817
	End of period	$	10,824,000		$	8,520,335		$	4,565,122		$	2,601,205		$	0		$	5,786,728
CHANGES IN UNITS OUTSTANDING:
	Units issued		179,360			139,638			385,729			266,768			465			713,199
	Units redeemed		(182,750	)		(182,684	)		(295,084	)		(234,469	)		(377,420	)		(898,465	)
	Net increase (decrease)		(3,390	)		(43,046	)		90,645			32,299			(376,955	)		(185,266	)
(1)	The investment division ceased operations on October 12, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	AMERICAN CENTURY VP BALANCED FUND						AMERICAN CENTURY VP INCOME & GROWTH FUND						AMERICAN CENTURY VP INTERNATIONAL FUND
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	250,448		$	120,045		$	153,509		$	69,839		$	91,839		$	8,472
Net realized gain (loss)		(671,809	)		58,988			(629,670	)		474,777			(312,972	)		1,522,059
Change in net unrealized depreciation
on investments		1,186,531			(1,686,289	)		1,063,666			(2,863,366	)		2,124,473			(8,329,602	)
Increase (decrease) in net assets resulting
from operations		765,170			(1,507,256	)		587,505			(2,318,750	)		1,903,340			(6,799,071	)
CONTRACT TRANSACTIONS:
Purchase payments		63,463			144,741			42,298			154,314
Redemptions		(324,566	)		(332,482	)		(198,855	)		(289,539	)		(429,608	)		(649,099	)
Transfers, net		(129,537	)		(372,776	)		28,059			(602,861	)		(900,645	)		(2,251,140	)
Contract maintenance charges		(372	)		(402	)								(545	)		(653	)
Adjustments to net assets allocated to contracts
in payout phase		(271	)		298			(225	)		207			(35,230	)		34,016
Decrease in net assets resulting from
contract transactions		(391,283	)		(560,621	)		(128,723	)		(737,879	)		(1,366,028	)		(2,866,876	)
Total increase (decrease) in net assets		373,887			(2,067,877	)		458,782			(3,056,629	)		537,312			(9,665,947	)
NET ASSETS:
Beginning of period		5,755,970			7,823,847			3,962,259			7,018,888			6,990,475			16,656,422
End of period	$	6,129,857		$	5,755,970		$	4,421,041		$	3,962,259		$	7,527,787		$	6,990,475
CHANGES IN UNITS OUTSTANDING:
Units issued		106,613			182,657			84,902			83,744			529
Units redeemed		(143,784	)		(221,834	)		(107,254	)		(150,923	)		(115,148	)		(199,242	)
Net decrease		(37,171	)		(39,177	)		(22,352	)		(67,179	)		(114,619	)		(199,242	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		AMERICAN CENTURY VP MID CAP VALUE FUND			AMERICAN CENTURY VP VALUE FUND						COLUMBIA VIT MARSICO 21ST CENTURY FUND			COLUMBIA VIT SMALL CAP VALUE FUND
		2009			2009			2008			2009			2009
			(1	)								(1	)		(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	2,632		$	629,280		$	293,114		$	(600	)	$	86
	Net realized gain (loss)		1,587			(3,584,510	)		508,000			6,435			19,823
	Change in net unrealized appreciation (depreciation)
	on investments		64,532			4,947,633			(6,159,080	)		10,615			23,192
	Increase (decrease) in net assets resulting
	from operations		68,751			1,992,403			(5,357,966	)		16,450			43,101
CONTRACT TRANSACTIONS:
	Purchase payments		17,991			135,651			226,444			150,991			79,541
	Redemptions		(9,746	)		(1,157,545	)		(922,919	)		(41	)
	Transfers, net		575,989			(209,142	)		(2,700,232	)		334,598			295,657
	Contract maintenance charges					(523	)		(591	)
	Adjustments to net assets allocated to contracts
	in payout phase					(7,804	)		(390	)
	Increase (decrease) in net assets resulting from
	contract transactions		584,234			(1,239,363	)		(3,397,688	)		485,548			375,198
	Total increase (decrease) in net assets		652,985			753,040			(8,755,654	)		501,998			418,299
NET ASSETS:
	Beginning of period		0			13,601,531			22,357,185			0			0
	End of period	$	652,985		$	14,354,571		$	13,601,531		$	501,998		$	418,299
CHANGES IN UNITS OUTSTANDING:
	Units issued		50,899			241,084			201,657			47,349			43,728
	Units redeemed		(1,075	)		(379,245	)		(442,530	)		(9,639	)		(10,648	)
	Net increase (decrease)		49,824			(138,161	)		(240,873	)		37,710			33,080
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.														(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	DELAWARE VIP GROWTH OPPORTUNITIES SERIES						DELAWARE VIP SMALL CAP VALUE SERIES						DREYFUS IP MIDCAP STOCK PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(7,945	)	$	(4,617	)	$	32,124		$	8,837		$	16,940		$	4,449
Net realized gain (loss)		(204,219	)		(8,203	)		(2,061,047	)		274,235			(932,045	)		(163,605	)
Change in net unrealized appreciation (depreciation)
on investments		599,667			(293,502	)		5,791,111			(6,855,185	)		1,419,622			(1,245,353	)
Increase (decrease) in net assets resulting
from operations		387,503			(306,322	)		3,762,188			(6,572,113	)		504,517			(1,404,509	)
CONTRACT TRANSACTIONS:
Purchase payments		1,110			28,575			171,740			222,653			21,199			231,296
Redemptions		(44,252	)		(33,766	)		(1,017,791	)		(1,026,104	)		(151,130	)		(196,436	)
Transfers, net		801,498			(140,412	)		(381,093	)		(2,291,414	)		(387,071	)		(43,348	)
Contract maintenance charges		(53	)		(27	)		(565	)		(541	)		(80	)		(141	)
Adjustments to net assets allocated to contracts
in payout phase								(468	)		(1,428	)
Increase (decrease) in net assets resulting from
contract transactions		758,303			(145,630	)		(1,228,177	)		(3,096,834	)		(517,082	)		(8,629	)
Total increase (decrease) in net assets		1,145,806			(451,952	)		2,534,011			(9,668,947	)		(12,565	)		(1,413,138	)
NET ASSETS:
Beginning of period		423,706			875,658			13,717,806			23,386,753			1,849,574			3,262,712
End of period	$	1,569,512		$	423,706		$	16,251,817		$	13,717,806		$	1,837,009		$	1,849,574
CHANGES IN UNITS OUTSTANDING:
Units issued		153,293			29,419			168,587			142,547			44,051			75,436
Units redeemed		(64,351	)		(43,170	)		(269,511	)		(338,747	)		(96,897	)		(84,243	)
Net increase (decrease)		88,942			(13,751	)		(100,924	)		(196,200	)		(52,846	)		(8,807	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	DREYFUS VIF APPRECIATION PORTFOLIO						DREYFUS VIF DEVELOPING LEADERS PORTFOLIO						DREYFUS VIF GROWTH & INCOME PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	101,297		$	90,690		$	6,028		$	2,472		$	10,416		$	(4,538	)
Net realized gain (loss)		(398,542	)		735,999			(75,232	)		(10,869	)		(255,048	)		388,408
Change in net unrealized depreciation
on investments		1,327,629			(3,440,530	)		200,428			(411,037	)		725,908			(1,897,479	)
Increase (decrease) in net assets resulting
from operations		1,030,384			(2,613,841	)		131,224			(419,434	)		481,276			(1,513,609	)
CONTRACT TRANSACTIONS:
Purchase payments		14,264			89,082									300			301
Redemptions		(334,473	)		(507,742	)		(46,238	)		(19,941	)		(188,129	)		(222,990	)
Transfers, net		(242,158	)		(267,078	)		(38,792	)		(172,660	)		(105,642	)		(183,718	)
Contract maintenance charges		(536	)		(548	)		(18	)		(18	)		(261	)		(365	)
Adjustments to net assets allocated to contracts
in payout phase		(32,051	)		8,962
Decrease in net assets resulting from
contract transactions		(594,954	)		(677,324	)		(85,048	)		(192,619	)		(293,732	)		(406,772	)
Total increase (decrease) in net assets		435,430			(3,291,165	)		46,176			(612,053	)		187,544			(1,920,381	)
NET ASSETS:
Beginning of period		5,920,966			9,212,131			624,148			1,236,201			2,061,238			3,981,619
End of period	$	6,356,396		$	5,920,966		$	670,324		$	624,148		$	2,248,782		$	2,061,238
CHANGES IN UNITS OUTSTANDING:
Units issued		193,911			160,500			925						23,686			2,084
Units redeemed		(275,490	)		(228,294	)		(13,961	)		(20,114	)		(66,968	)		(43,415	)
Net decrease		(81,579	)		(67,794	)		(13,036	)		(20,114	)		(43,282	)		(41,331	)
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	DWS BLUE CHIP VIP PORTFOLIO						DWS CAPITAL GROWTH VIP PORTFOLIO						DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	46,920		$	75,357		$	34,592		$	12,887		$	46,813		$	39,622
Net realized gain (loss)		(1,497,312	)		(29,631	)		(395,667	)		237,350			(1,602,753	)		(45,147	)
Change in net unrealized appreciation (depreciation)
on investments		2,590,756			(2,931,587	)		1,900,288			(2,834,109	)		2,788,310			(2,048,369	)
Increase (decrease) in net assets resulting
from operations		1,140,364			(2,885,861	)		1,539,213			(2,583,872	)		1,232,370			(2,053,894	)
CONTRACT TRANSACTIONS:
Purchase payments		150,707			236,244			133,784			426,502			103,641			306,154
Redemptions		(787,735	)		(243,490	)		(413,947	)		(358,074	)		(324,944	)		(465,944	)
Transfers, net		650,721			(1,418,468	)		560,744			2,401,218			593,543			1,783,009
Contract maintenance charges		(62	)		(49	)		(238	)		(284	)		(146	)		(100	)
Adjustments to net assets allocated to contracts
in payout phase		6,139			(4,021	)		(11,658	)		13,285			(788	)		1,250
Increase (decrease) in net assets resulting from
contract transactions		19,770			(1,429,784	)		268,685			2,482,647			371,306			1,624,369
Total increase (decrease) in net assets		1,160,134			(4,315,645	)		1,807,898			(101,225	)		1,603,676			(429,525	)
NET ASSETS:
Beginning of period		4,097,721			8,413,366			5,653,407			5,754,632			4,101,355			4,530,880
End of period	$	5,257,855		$	4,097,721		$	7,461,305		$	5,653,407		$	5,705,031		$	4,101,355
CHANGES IN UNITS OUTSTANDING:
Units issued		172,719			107,924			277,517			428,679			250,796			348,449
Units redeemed		(179,400	)		(236,829	)		(235,822	)		(197,330	)		(204,812	)		(194,773	)
Net increase (decrease)		(6,681	)		(128,905	)		41,695			231,349			45,984			153,676
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	DWS GROWTH & INCOME VIP PORTFOLIO						DWS HEALTH CARE VIP PORTFOLIO						DWS LARGE CAP VALUE VIP PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	6,923		$	6,656		$	21,266		$	(19,130	)	$	81,093		$	41,872
Net realized gain (loss)		(118,541	)		109,843			(758,459	)		24,349			(1,464,489	)		(253,084	)
Change in net unrealized appreciation (depreciation)
on investments		256,512			(399,472	)		1,350,697			(1,169,384	)		2,540,752			(2,828,040	)
Increase (decrease) in net assets resulting
from operations		144,894			(282,973	)		613,504			(1,164,165	)		1,157,356			(3,039,252	)
CONTRACT TRANSACTIONS:
Purchase payments		35			123			10,506			117,947			228,933			795,400
Redemptions		(12,695	)		(22,501	)		(497,785	)		(89,271	)		(346,072	)		(417,775	)
Transfers, net		(26,082	)		(3,589	)		21,330			747,446			132,177			3,927,627
Contract maintenance charges		(76	)		(80	)		(172	)		(147	)		(80	)		(52	)
Adjustments to net assets allocated to contracts
in payout phase		(28	)		2,943			10
Increase (decrease) in net assets resulting from
contract transactions		(38,846	)		(23,104	)		(466,111	)		775,975			14,958			4,305,200
Total increase (decrease) in net assets		106,048			(306,077	)		147,393			(388,190	)		1,172,314			1,265,948
NET ASSETS:
Beginning of period		428,691			734,768			3,496,737			3,884,927			5,530,211			4,264,263
End of period	$	534,739		$	428,691		$	3,644,130		$	3,496,737		$	6,702,525		$	5,530,211
CHANGES IN UNITS OUTSTANDING:
Units issued		18,806			7,600			168,968			345,372			281,742			717,250
Units redeemed		(22,974	)		(11,788	)		(225,131	)		(287,047	)		(299,089	)		(383,431	)
Net increase (decrease)		(4,168	)		(4,188	)		(56,163	)		58,325			(17,347	)		333,819
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	DWS SMALL CAP GROWTH VIP PORTFOLIO						DWS SMALL CAP INDEX VIP PORTFOLIO						DWS STRATEGIC VALUE VIP PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(4,148	)	$	(6,814	)	$	105,065		$	122,650		$	166,582		$	223,029
Net realized gain (loss)		(39,756	)		(25,527	)		(1,944,076	)		1,098,561			(4,039,303	)		(127,567	)
Change in net unrealized depreciation
on investments		238,741			(559,055	)		4,216,654			(7,168,256	)		4,499,644			(5,378,592	)
Increase (decrease) in net assets resulting
from operations		194,837			(591,396	)		2,377,643			(5,947,045	)		626,923			(5,283,130	)
CONTRACT TRANSACTIONS:
Purchase payments								171,324			285,257			75			430,611
Redemptions		(16,479	)		(51,092	)		(935,826	)		(1,146,002	)		(749,875	)		(533,534	)
Transfers, net		(59,451	)		(73,005	)		(881,912	)		564,180			(1,998,624	)		(1,289,093	)
Contract maintenance charges								(634	)		(663	)		(162	)		(229	)
Adjustments to net assets allocated to contracts
in payout phase								10,176			2,085
Decrease in net assets resulting from
contract transactions		(75,930	)		(124,097	)		(1,636,872	)		(295,143	)		(2,748,586	)		(1,392,245	)
Total increase (decrease) in net assets		118,907			(715,493	)		740,771			(6,242,188	)		(2,121,663	)		(6,675,375	)
NET ASSETS:
Beginning of period		532,672			1,248,165			10,915,699			17,157,887			5,371,687			12,047,062
End of period	$	651,579		$	532,672		$	11,656,470		$	10,915,699		$	3,250,024		$	5,371,687
CHANGES IN UNITS OUTSTANDING:
Units issued					2,057			170,903			281,012			20,145			216,341
Units redeemed		(13,429	)		(19,189	)		(319,298	)		(305,088	)		(434,874	)		(380,373	)
Net decrease		(13,429	)		(17,132	)		(148,395	)		(24,076	)		(414,729	)		(164,032	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	FEDERATED CAPITAL INCOME FUND II						FEDERATED CLOVER VALUE FUND II						FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	33,900		$	34,692		$	68,880		$	72,602		$	2,583,850		$	2,111,544
Net realized gain (loss)		(842	)		7,389			(2,505,883	)		1,052,103			1,286			(283,033	)
Change in net unrealized appreciation (depreciation)
on investments		117,887			(204,398	)		2,685,753			(3,889,877	)		54,949			(20,636	)
Increase (decrease) in net assets resulting
from operations		150,945			(162,317	)		248,750			(2,765,172	)		2,640,085			1,807,875
CONTRACT TRANSACTIONS:
Purchase payments								1,198						337,918			2,155,854
Redemptions		(32,161	)		(48,944	)		(299,079	)		(656,116	)		(5,664,386	)		(4,385,232	)
Transfers, net		(20,388	)		(20,580	)		(1,194,229	)		(684,295	)		(977,632	)		9,211,998
Contract maintenance charges		(148	)		(164	)		(858	)		(982	)		(2,084	)		(1,780	)
Adjustments to net assets allocated to contracts
in payout phase								(5,651	)		(3,565	)		(73,203	)		(14,126	)
Increase (decrease) in net assets resulting from
contract transactions		(52,697	)		(69,688	)		(1,498,619	)		(1,344,958	)		(6,379,387	)		6,966,714
Total increase (decrease) in net assets		98,248			(232,005	)		(1,249,869	)		(4,110,130	)		(3,739,302	)		8,774,589
NET ASSETS:
Beginning of period		582,783			814,788			4,728,524			8,838,654			60,120,616			51,346,027
End of period	$	681,031		$	582,783		$	3,478,655		$	4,728,524		$	56,381,314		$	60,120,616
CHANGES IN UNITS OUTSTANDING:
Units issued								284			280			1,056,903			1,691,601
Units redeemed		(4,467	)		(5,703	)		(132,529	)		(85,292	)		(1,480,902	)		(1,078,452	)
Net increase (decrease)		(4,467	)		(5,703	)		(132,245	)		(85,012	)		(423,999	)		613,149
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	FEDERATED INTERNATIONAL EQUITY FUND II						FRANKLIN SMALL CAP VALUE SECURITIES FUND						JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	15,249		$	(863	)	$	14,852		$	4,542		$	206,443		$	230,430
Net realized gain (loss)		(98,233	)		(3,455	)		(264,766	)		(198,405	)		186,770			872,238
Change in net unrealized appreciation (depreciation)
on investments		279,840			(707,429	)		705,828			(335,783	)		1,647,749			(3,261,205	)
Increase (decrease) in net assets resulting
from operations		196,856			(711,747	)		455,914			(529,646	)		2,040,962			(2,158,537	)
CONTRACT TRANSACTIONS:
Purchase payments								117,188			164,513
Redemptions		(99,777	)		(79,304	)		(32,239	)		(40,082	)		(425,868	)		(867,198	)
Transfers, net		(105,901	)		(259,121	)		826,145			231,069			(1,181,368	)		(2,604,646	)
Contract maintenance charges								(18	)		(15	)		(342	)		(409	)
Adjustments to net assets allocated to contracts
in payout phase		(1,423	)		150
Increase (decrease) in net assets resulting from
contract transactions		(207,101	)		(338,275	)		911,076			355,485			(1,607,578	)		(3,472,253	)
Total increase (decrease) in net assets		(10,245	)		(1,050,022	)		1,366,990			(174,161	)		433,384			(5,630,790	)
NET ASSETS:
Beginning of period		653,225			1,703,247			952,962			1,127,123			9,359,531			14,990,321
End of period	$	642,980		$	653,225		$	2,319,952		$	952,962		$	9,792,915		$	9,359,531
CHANGES IN UNITS OUTSTANDING:
Units issued		82						217,059			137,157
Units redeemed		(27,362	)		(34,898	)		(86,615	)		(106,139	)		(123,864	)		(257,516	)
Net increase (decrease)		(27,280	)		(34,898	)		130,444			31,018			(123,864	)		(257,516	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES						JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES						JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	386,314		$	258,274		$	1,016,414		$	1,114,880		$	857,895		$	446,744
Net realized gain (loss)		(156,414	)		247,682			(88,315	)		(620,370	)		347,935			102,101
Change in net unrealized appreciation (depreciation)
on investments		3,742,390			(3,121,303	)		2,360,441			1,127,310			1,622,150			78,171
Increase (decrease) in net assets resulting
from operations		3,972,290			(2,615,347	)		3,288,540			1,621,820			2,827,980			627,016
CONTRACT TRANSACTIONS:
Purchase payments		533,608			1,257,271									698,243			1,269,046
Redemptions		(996,074	)		(793,797	)		(2,808,219	)		(2,542,791	)		(1,660,523	)		(576,617	)
Transfers, net		5,757,575			8,697,968			(2,402,215	)		(5,632,827	)		11,570,600			5,102,604
Contract maintenance charges		(451	)		(291	)		(987	)		(1,131	)		(312	)		(110	)
Adjustments to net assets allocated to contracts
in payout phase								11,298			(24,619	)		(15,601	)		10,173
Increase (decrease) in net assets resulting from
contract transactions		5,294,658			9,161,151			(5,200,123	)		(8,201,368	)		10,592,407			5,805,096
Total increase (decrease) in net assets		9,266,948			6,545,804			(1,911,583	)		(6,579,548	)		13,420,387			6,432,112
NET ASSETS:
Beginning of period		14,551,835			8,006,031			30,063,257			36,642,805			15,175,592			8,743,480
End of period	$	23,818,783		$	14,551,835		$	28,151,674		$	30,063,257		$	28,595,979		$	15,175,592
CHANGES IN UNITS OUTSTANDING:
Units issued		929,135			1,376,275			6,390			613			1,439,530			951,690
Units redeemed		(405,333	)		(469,507	)		(343,394	)		(606,789	)		(499,857	)		(403,610	)
Net increase (decrease)		523,802			906,768			(337,004	)		(606,176	)		939,673			548,080
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES						JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES						JANUS ASPEN JANUS PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	1,657		$	22,946		$	(1,674	)	$	11,635		$	(21,557	)	$	(11,228	)
Net realized loss		(829,608	)		(413,358	)		(1,723,201	)		(866,973	)		(564,506	)		(195,907	)
Change in net unrealized appreciation (depreciation)
on investments		3,292,711			(5,972,247	)		3,495,317			(2,619,486	)		2,686,763			(4,610,359	)
Increase (decrease) in net assets resulting
from operations		2,464,760			(6,362,659	)		1,770,442			(3,474,824	)		2,100,700			(4,817,494	)
CONTRACT TRANSACTIONS:
Purchase payments								37,819			672,479
Redemptions		(559,647	)		(1,158,896	)		(937,770	)		(571,809	)		(702,542	)		(638,791	)
Transfers, net		(1,260,774	)		(3,371,565	)		2,303,319			2,203,769			(330,856	)		(731,480	)
Contract maintenance charges		(154	)		(221	)		(220	)		(150	)		(2,832	)		(2,847	)
Adjustments to net assets allocated to contracts
in payout phase		(578	)		905									(5,381	)		4,735
Increase (decrease) in net assets resulting from
contract transactions		(1,821,153	)		(4,529,777	)		1,403,148			2,304,289			(1,041,611	)		(1,368,383	)
Total increase (decrease) in net assets		643,607			(10,892,436	)		3,173,590			(1,170,535	)		1,059,089			(6,185,877	)
NET ASSETS:
Beginning of period		7,654,478			18,546,914			4,758,378			5,928,913			6,789,735			12,975,612
End of period	$	8,298,085		$	7,654,478		$	7,931,968		$	4,758,378		$	7,848,824		$	6,789,735
CHANGES IN UNITS OUTSTANDING:
Units issued		273			1,500			703,448			634,546						2,223
Units redeemed		(224,018	)		(469,610	)		(535,794	)		(416,269	)		(84,134	)		(85,367	)
Net increase (decrease)		(223,745	)		(468,110	)		167,654			218,277			(84,134	)		(83,144	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES						JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES						JANUS ASPEN WORLDWIDE PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(37,038	)	$	389,678		$	(16,442	)	$	85,798		$	45,522		$	41,325
Net realized gain (loss)		(247,931	)		3,600,255			(703,011	)		(1,758,209	)		(16,795	)		278,414
Change in net unrealized appreciation (depreciation)
on investments		7,467,486			(16,854,970	)		2,752,431			(1,112,068	)		2,545,406			(7,055,588	)
Increase (decrease) in net assets resulting
from operations		7,182,517			(12,865,037	)		2,032,978			(2,784,479	)		2,574,133			(6,735,849	)
CONTRACT TRANSACTIONS:
Purchase payments								42,053			48,473
Redemptions		(810,119	)		(933,483	)		(120,574	)		(178,076	)		(805,650	)		(842,582	)
Transfers, net		(1,351,846	)		(4,876,141	)		2,722,145			(990,669	)		(234,910	)		(538,708	)
Contract maintenance charges		(2,654	)		(2,718	)		(642	)		(528	)		(3,112	)		(3,179	)
Adjustments to net assets allocated to contracts
in payout phase		(1,609	)		3,166			(2,067	)					(18,896	)		10,457
Increase (decrease) in net assets resulting from
contract transactions		(2,166,228	)		(5,809,176	)		2,640,915			(1,120,800	)		(1,062,568	)		(1,374,012	)
Total increase (decrease) in net assets		5,016,289			(18,674,213	)		4,673,893			(3,905,279	)		1,511,565			(8,109,861	)
NET ASSETS:
Beginning of period		10,186,176			28,860,389			1,935,305			5,840,584			7,682,860			15,792,721
End of period	$	15,202,465		$	10,186,176		$	6,609,198		$	1,935,305		$	9,194,425		$	7,682,860
CHANGES IN UNITS OUTSTANDING:
Units issued		290			244			620,183			516,940						2,463
Units redeemed		(113,097	)		(242,345	)		(303,425	)		(664,404	)		(82,031	)		(93,212	)
Net increase (decrease)		(112,807	)		(242,101	)		316,758			(147,464	)		(82,031	)		(90,749	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO						LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES PORTFOLIO			LVIP BARON GROWTH OPPORTUNITIES FUND						MFS INTERNATIONAL VALUE FUND
		2009			2008			2009			2009			2008			2009
									(1	)								(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	748		$	(6,608	)	$	103,701		$	(106,575	)	$	(153,011	)	$	(3,403	)
	Net realized gain (loss)		(67,557	)		87,850			78,504			(1,205,218	)		1,316,913			26,684
	Change in net unrealized appreciation (depreciation)
	on investments		213,461			(546,245	)		349,282			5,636,921			(10,281,521	)		45,857
	Increase (decrease) in net assets resulting
	from operations		146,652			(465,003	)		531,487			4,325,128			(9,117,619	)		69,138
CONTRACT TRANSACTIONS:
	Purchase payments								226,987			158,962			309,559			162,698
	Redemptions		(67,210	)		(66,768	)		(10,350	)		(993,968	)		(1,133,251	)		(260	)
	Transfers, net		(50,466	)		(471,969	)		4,255,037			(462,053	)		(2,191,046	)		1,389,294
	Contract maintenance charges								(43	)		(1,226	)		(1,310	)		(4	)
	Adjustments to net assets allocated to contracts
	in payout phase		(3,194	)		1,925			(2,067	)		(11,874	)		(1,071	)
	Increase (decrease) in net assets resulting from
	contract transactions		(120,870	)		(536,812	)		4,469,564			(1,310,159	)		(3,017,119	)		1,551,728
	Total increase (decrease) in net assets		25,782			(1,001,815	)		5,001,051			3,014,969			(12,134,738	)		1,620,866
NET ASSETS:
	Beginning of period		821,681			1,823,496			0			12,920,552			25,055,290			0
	End of period	$	847,463		$	821,681		$	5,001,051		$	15,935,521		$	12,920,552		$	1,620,866
CHANGES IN UNITS OUTSTANDING:
	Units issued		51			52			368,573			157,765			149,900			136,070
	Units redeemed		(12,481	)		(41,894	)		(27,358	)		(265,935	)		(340,685	)		(12,481	)
	Net increase (decrease)		(12,430	)		(41,842	)		341,215			(108,170	)		(190,785	)		123,589
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		MFS UTILITIES PORTFOLIO						NEUBERGER BERMAN AMT REGENCY PORTFOLIO						NVIT MID CAP INDEX FUND
		2009			2008			2009			2008			2009			2008
						(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	33,746		$	(3,685	)	$	(296	)	$	1,842		$	(584	)	$	36,739
	Net realized gain (loss)		(9,043	)		(417,809	)		(308,252	)		(139,548	)		(1,020,901	)		206,472
	Change in net unrealized appreciation (depreciation)
	on investments		346,593			(1,268	)		417,212			(262,120	)		3,254,449			(4,862,534	)
	Increase (decrease) in net assets resulting
	from operations		371,296			(422,762	)		108,664			(399,826	)		2,232,964			(4,619,323	)
CONTRACT TRANSACTIONS:
	Purchase payments		1,471,181			17,854			801			37,892			167,093			132,607
	Redemptions		(67,489	)		(49,453	)		(8,675	)		(87,138	)		(595,513	)		(531,831	)
	Transfers, net		1,440,927			990,292			(385,770	)		158,465			(695,184	)		(193,838	)
	Contract maintenance charges		(86	)		(9	)		(10	)		(3	)		(233	)		(324	)
	Adjustments to net assets allocated to contracts
	in payout phase														10,530			(2,271	)
	Increase (decrease) in net assets resulting from
	contract transactions		2,844,533			958,684			(393,654	)		109,216			(1,113,307	)		(595,657	)
	Total increase (decrease) in net assets		3,215,829			535,922			(284,990	)		(290,610	)		1,119,657			(5,214,980	)
NET ASSETS:
	Beginning of period		535,922			0			613,751			904,361			7,363,628			12,578,608
	End of period	$	3,751,751		$	535,922		$	328,761		$	613,751		$	8,483,285		$	7,363,628
CHANGES IN UNITS OUTSTANDING:
	Units issued		509,776			340,635			25,916			115,332			102,267			166,933
	Units redeemed		(143,968	)		(255,821	)		(94,947	)		(92,434	)		(202,290	)		(215,517	)
	Net increase (decrease)		365,808			84,814			(69,031	)		22,898			(100,023	)		(48,584	)
(1)	The investment division commenced operations on May 1, 2008.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	OLD MUTUAL LARGE CAP GROWTH PORTFOLIO			OPPENHEIMER GLOBAL SECURITIES FUND/VA						OPPENHEIMER INTERNATIONAL GROWTH FUND/VA
	2008			2009			2008			2009			2008
		(1	)
Net investment income (loss)	$	(5,694	)	$	331,443		$	285,152		$	42,785		$	45,885
Net realized gain (loss)		(23,041	)		(2,757,346	)		1,956,396			(1,686,682	)		(285,104	)
Change in net unrealized depreciation
on investments		(577,265	)		9,627,662			(19,094,651	)		3,539,216			(5,313,326	)
Increase (decrease) in net assets resulting
from operations		(606,000	)		7,201,759			(16,853,103	)		1,895,319			(5,552,545	)
Purchase payments					421,906			361,786			324,500			704,505
Redemptions		(34,141	)		(1,959,641	)		(2,345,742	)		(1,135,381	)		(870,271	)
Transfers, net		(1,425,494	)		(831,326	)		(4,516,316	)		1,935,412			(2,305,123	)
Contract maintenance charges					(1,610	)		(1,573	)
Adjustments to net assets allocated to contracts
in payout phase					(31,634	)		(5,917	)		353
Increase (decrease) in net assets resulting from
contract transactions		(1,459,635	)		(2,402,305	)		(6,507,762	)		1,124,884			(2,470,889	)
Total increase (decrease) in net assets		(2,065,635	)		4,799,454			(23,360,865	)		3,020,203			(8,023,434	)
Beginning of period		2,065,635			21,579,066			44,939,931			6,032,882			14,056,316
End of period	$	0		$	26,378,520		$	21,579,066		$	9,053,085		$	6,032,882
Units issued					291,657			247,654			287,589			354,368
Units redeemed		(185,216	)		(509,850	)		(692,775	)		(236,254	)		(556,943	)
Net increase (decrease)		(185,216	)		(218,193	)		(445,121	)		51,335			(202,575	)
The investment division ceased operations on December 16, 2008.
													(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	PIMCO VIT HIGH YIELD PORTFOLIO						PIMCO VIT LOW DURATION PORTFOLIO						PIMCO VIT TOTAL RETURN PORTFOLIO
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,881,809		$	1,567,286		$	1,385,559		$	1,569,308		$	4,803,079		$	3,018,695
Net realized gain (loss)		(4,535,890	)		(1,136,620	)		2,446,480			623,294			4,841,089			1,980,434
Change in net unrealized appreciation (depreciation)
on investments		10,705,952			(6,035,659	)		1,915,191			(2,747,951	)		3,539,785			(1,997,082	)
Increase (decrease) in net assets resulting
from operations		8,051,871			(5,604,993	)		5,747,230			(555,349	)		13,183,953			3,002,047
CONTRACT TRANSACTIONS:
Purchase payments		459,150			781,204			1,105,004			1,504,489			3,128,151			3,899,914
Redemptions		(2,562,513	)		(1,873,310	)		(3,588,973	)		(3,538,208	)		(11,726,649	)		(4,156,723	)
Transfers, net		5,903,644			(2,355,978	)		12,324,394			1,201,326			27,764,569			21,473,605
Contract maintenance charges		(312	)		(335	)		(890	)		(975	)		(1,279	)		(807	)
Adjustments to net assets allocated to contracts
in payout phase		4,092			(10,300	)		(74,214	)		(8,427	)		(46,702	)		(22,563	)
Increase (decrease) in net assets resulting from
contract transactions		3,804,061			(3,458,719	)		9,765,321			(841,795	)		19,118,090			21,193,426
Total increase (decrease) in net assets		11,855,932			(9,063,712	)		15,512,551			(1,397,144	)		32,302,043			24,195,473
NET ASSETS:
Beginning of period		17,393,175			26,456,887			45,790,965			47,188,109			91,302,322			67,106,849
End of period	$	29,249,107		$	17,393,175		$	61,303,516		$	45,790,965		$	123,604,365		$	91,302,322
CHANGES IN UNITS OUTSTANDING:
Units issued		1,511,700			570,999			1,798,281			937,724			3,739,843			2,982,406
Units redeemed		(1,181,952	)		(802,926	)		(1,005,179	)		(1,024,547	)		(2,214,947	)		(1,150,768	)
Net increase (decrease)		329,748			(231,927	)		793,102			(86,823	)		1,524,896			1,831,638
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		PIONEER EMERGING MARKETS VCT PORTFOLIO						PIONEER FUND VCT PORTFOLIO						PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO
		2009			2008			2009			2008			2009			2008
						(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	3,812		$	(1,310	)	$	40,135		$	208,838		$	(30,889	)	$	(33,948	)
	Net realized gain (loss)		224,645			(26,078	)		(858,609	)		47,493			(487,635	)		149,723
	Change in net unrealized appreciation (depreciation)
	on investments		1,006,393			(195,063	)		1,662,833			(2,597,594	)		1,858,491			(1,860,455	)
	Increase (decrease) in net assets resulting
	from operations		1,234,850			(222,451	)		844,359			(2,341,263	)		1,339,967			(1,744,680	)
CONTRACT TRANSACTIONS:
	Purchase payments		24,696			28,914			16,937			147,320			21,195			11,843
	Redemptions		(92,967	)		(1,357	)		(258,218	)		(480,825	)		(485,771	)		(246,987	)
	Transfers, net		2,462,804			878,996			(805,298	)		322,461			1,009,000			(385,286	)
	Contract maintenance charges								(620	)		(588	)		(665	)		(593	)
	Adjustments to net assets allocated to contracts
	in payout phase														295			(728	)
	Increase (decrease) in net assets resulting from
	contract transactions		2,394,533			906,553			(1,047,199	)		(11,632	)		544,054			(621,751	)
	Total increase (decrease) in net assets		3,629,383			684,102			(202,840	)		(2,352,895	)		1,884,021			(2,366,431	)
NET ASSETS:
	Beginning of period		684,102			0			4,470,642			6,823,537			2,936,567			5,302,998
	End of period	$	4,313,485		$	684,102		$	4,267,802		$	4,470,642		$	4,820,588		$	2,936,567
CHANGES IN UNITS OUTSTANDING:
	Units issued		751,994			166,071			80,615			164,382			253,883			43,228
	Units redeemed		(342,365	)		(11,427	)		(199,873	)		(141,285	)		(187,700	)		(92,474	)
	Net increase (decrease)		409,629			154,644			(119,258	)		23,097			66,183			(49,246	)
(1)	The investment division commenced operations on May 1, 2008.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		PIONEER MID CAP VALUE VCT PORTFOLIO						PIONEER SMALL CAP VALUE VCT PORTFOLIO						PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
		2009			2008			2009			2008			2009			2008
									(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	8,419		$	3,480		$	29,238		$	(8,363	)	$	(13	)	$	(198	)
	Net realized gain (loss)		(392,786	)		(198,008	)		(3,965,434	)		(872,174	)		(51,426	)		92,066
	Change in net unrealized appreciation (depreciation)
	on investments		734,396			(438,708	)		3,710,956			(1,633,299	)		142,628			(340,981	)
	Increase (decrease) in net assets resulting
	from operations		350,029			(633,236	)		(225,240	)		(2,513,836	)		91,189			(249,113	)
CONTRACT TRANSACTIONS:
	Purchase payments		40,639			44,052			7,933			85,862			1,750			1,496
	Redemptions		(109,677	)		(160,690	)		(538,413	)		(421,141	)		(41,559	)		(188,670	)
	Transfers, net		663,655			425,643			(2,947,602	)		(785,476	)		(6,959	)		(361,626	)
	Contract maintenance charges		(34	)		(38	)		(94	)		(176	)		(81	)		(91	)
	Adjustments to net assets allocated to contracts
	in payout phase		1,919						(7,967	)		(842	)
	Increase (decrease) in net assets resulting from
	contract transactions		596,502			308,967			(3,486,143	)		(1,121,773	)		(46,849	)		(548,891	)
	Total increase (decrease) in net assets		946,531			(324,269	)		(3,711,383	)		(3,635,609	)		44,340			(798,004	)
NET ASSETS:
	Beginning of period		1,197,650			1,521,919			3,711,383			7,346,992			308,141			1,106,145
	End of period	$	2,144,181		$	1,197,650		$	0		$	3,711,383		$	352,481		$	308,141
CHANGES IN UNITS OUTSTANDING:
	Units issued		169,685			118,305			19,360			68,610			7,965			7,606
	Units redeemed		(99,149	)		(91,344	)		(363,737	)		(144,190	)		(14,796	)		(55,309	)
	Net increase (decrease)		70,536			26,961			(344,377	)		(75,580	)		(6,831	)		(47,703	)
(1)	The investment division ceased operations on April 29, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO			ROYCE CAPITAL FUND SMALL-CAP PORTFOLIO			SCHWAB MARKETTRACK GROWTH PORTFOLIO II						SCHWAB MONEY MARKET PORTFOLIO
		2009			2009			2009			2008			2009			2008
			(1	)		(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	(1,567	)	$	(3,489	)	$	475,895		$	504,713		$	(1,132,446	)	$	2,686,562
	Net realized gain (loss)		28,672			25,966			(1,873,081	)		1,146,340
	Change in net unrealized appreciation (depreciation)
	on investments		53,565			117,799			6,001,607			(12,922,936	)
	Increase (decrease) in net assets resulting
	from operations		80,670			140,276			4,604,421			(11,271,883	)		(1,132,446	)		2,686,562
CONTRACT TRANSACTIONS:
	Purchase payments		118,258			46,405			159,718			1,132,383			35,818,202			102,345,513
	Redemptions		(4,344	)		(1,124	)		(2,439,689	)		(2,178,094	)		(56,668,806	)		(58,022,852	)
	Transfers, net		1,044,343			1,217,099			1,104,184			(1,207,867	)		(66,507,202	)		(3,444,839	)
	Contract maintenance charges					(5	)		(1,773	)		(1,783	)		(20,262	)		(20,305	)
	Adjustments to net assets allocated to contracts
	in payout phase								6,163			(4,937	)		35,957			(77,388	)
	Increase (decrease) in net assets resulting from
	contract transactions		1,158,257			1,262,375			(1,171,397	)		(2,260,298	)		(87,342,111	)		40,780,129
	Total increase (decrease) in net assets		1,238,927			1,402,651			3,433,024			(13,532,181	)		(88,474,557	)		43,466,691
NET ASSETS:
	Beginning of period		0			0			21,858,950			35,391,131			226,806,432			183,339,741
	End of period	$	1,238,927		$	1,402,651		$	25,291,974		$	21,858,950		$	138,331,875		$	226,806,432
CHANGES IN UNITS OUTSTANDING:
	Units issued		104,880			119,937			361,990			357,607			7,161,317			17,580,431
	Units redeemed		(18,760	)		(12,915	)		(465,992	)		(542,683	)		(14,498,996	)		(14,049,299	)
	Net increase (decrease)		86,120			107,022			(104,002	)		(185,076	)		(7,337,679	)		3,531,132
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		SCHWAB S&P 500 INDEX PORTFOLIO						SELIGMAN COMMUNICATIONS & INFORMATION PORTFOLIO						SENTINEL VARIABLE PRODUCTS BOND FUND			SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND
		2009			2008			2009			2008			2009			2009
															(1	)		(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	1,847,012		$	1,650,159		$	(22,877	)	$	(10,050	)	$	39,049		$	6,333
	Net realized gain (loss)		(4,335,847	)		934,713			(88,870	)		(289,509	)		37,883			3,408
	Change in net unrealized appreciation (depreciation)
	on investments		24,831,613			(58,793,596	)		1,418,232			(457,478	)		(78,819	)		61,684
	Increase (decrease) in net assets resulting
	from operations		22,342,778			(56,208,724	)		1,306,485			(757,037	)		(1,887	)		71,425
CONTRACT TRANSACTIONS:
	Purchase payments		1,970,591			4,009,748			25,737			49,041						4,952
	Redemptions		(7,800,138	)		(7,368,856	)		(161,761	)		(73,691	)		(1,988	)
	Transfers, net		990,473			3,176,422			2,433,202			60,921			827,078			531,984
	Contract maintenance charges		(11,756	)		(11,837	)		(83	)		(20	)					(3	)
	Adjustments to net assets allocated to contracts
	in payout phase		(81,700	)		66,360
	Increase (decrease) in net assets resulting from
	contract transactions		(4,932,530	)		(128,163	)		2,297,095			36,251			825,090			536,933
	Total increase (decrease) in net assets		17,410,248			(56,336,887	)		3,603,580			(720,786	)		823,203			608,358
NET ASSETS:
	Beginning of period		93,739,960			150,076,847			1,078,411			1,799,197			0			0
	End of period	$	111,150,208		$	93,739,960		$	4,681,991		$	1,078,411		$	823,203		$	608,358
CHANGES IN UNITS OUTSTANDING:
	Units issued		1,930,138			2,117,762			493,452			138,646			102,228			51,980
	Units redeemed		(2,249,738	)		(2,015,564	)		(233,304	)		(142,328	)		(24,483	)		(3,808	)
	Net increase (decrease)		(319,600	)		102,198			260,148			(3,682	)		77,745			48,172
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND			THIRD AVENUE VALUE PORTFOLIO						TOUCHSTONE MID CAP GROWTH FUND			UNIVERSAL INSTITUTIONAL FUND U.S. REAL ESTATE PORTFOLIO
		2009			2009			2008			2009			2009			2008
			(1	)								(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	414		$	(61,629	)	$	20,547		$	317		$	130,814		$	252,924
	Net realized gain (loss)		247			(2,501,817	)		(403,121	)		46			(4,291,486	)		2,330,043
	Change in net unrealized appreciation (depreciation)
	on investments		9,640			5,797,695			(6,417,064	)		14,295			5,488,666			(6,659,112	)
	Increase (decrease) in net assets resulting
	from operations		10,301			3,234,249			(6,799,638	)		14,658			1,327,994			(4,076,145	)
CONTRACT TRANSACTIONS:
	Purchase payments		20,566			5,759			648,606			592,852			2,614			8,470
	Redemptions		(2	)		(505,860	)		(1,110,627	)					(312,540	)		(916,003	)
	Transfers, net		152,861			(1,772,852	)		1,240,896			122,656			(80,299	)		(601,068	)
	Contract maintenance charges		(4	)		(298	)		(273	)					(974	)		(1,085	)
	Adjustments to net assets allocated to contracts
	in payout phase														(2,588	)		(5,149	)
	Increase (decrease) in net assets resulting from
	contract transactions		173,421			(2,273,251	)		778,602			715,508			(393,787	)		(1,514,835	)
	Total increase (decrease) in net assets		183,722			960,998			(6,021,036	)		730,166			934,207			(5,590,980	)
NET ASSETS:
	Beginning of period		0			8,337,006			14,358,042			0			6,067,772			11,658,752
	End of period	$	183,722		$	9,298,004		$	8,337,006		$	730,166		$	7,001,979		$	6,067,772
CHANGES IN UNITS OUTSTANDING:
	Units issued		14,688			177,881			635,963			55,555			72,820			46,133
	Units redeemed		(140	)		(525,032	)		(580,420	)					(104,255	)		(108,141	)
	Net increase (decrease)		14,548			(347,151	)		55,543			55,555			(31,435	)		(62,008	)
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
		VAN ECK INSURANCE TRUST WORLDWIDE HARD ASSETS FUND			VAN ECK INSURANCE TRUST WORLDWIDE BOND FUND			VAN KAMPEN LIT COMSTOCK						VAN KAMPEN LIT GROWTH & INCOME
		2009			2009			2009			2008			2009			2008
			(1	)		(1	)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
	Net investment income (loss)	$	(4,565	)	$	(7,469	)	$	75,145		$	40,020		$	295,636		$	124,549
	Net realized gain (loss)		28,592			18,854			(461,384	)		(1,306	)		(1,834,215	)		50,888
	Change in net unrealized appreciation (depreciation)
	on investments		153,768			(10,184	)		873,420			(1,027,343	)		3,545,118			(3,518,751	)
	Increase (decrease) in net assets resulting
	from operations		177,795			1,201			487,181			(988,629	)		2,006,539			(3,343,314	)
CONTRACT TRANSACTIONS:
	Purchase payments		202,247			43,172			34,707			173,892			75,647			362,475
	Redemptions		(2,681	)		(9,394	)		(95,157	)		(90,732	)		(1,298,529	)		(891,714	)
	Transfers, net		1,584,503			2,966,953			208,319			(205,832	)		2,065,538			2,390,767
	Contract maintenance charges					(26	)		(74	)		(73	)		(187	)		(169	)
	Adjustments to net assets allocated to contracts
	in payout phase					(31,430	)		173			(319	)		(245	)		3,021
	Increase (decrease) in net assets resulting from
	contract transactions		1,784,069			2,969,275			147,968			(123,064	)		842,224			1,864,380
	Total increase (decrease) in net assets		1,961,864			2,970,476			635,149			(1,111,693	)		2,848,763			(1,478,934	)
NET ASSETS:
	Beginning of period		0			0			1,684,158			2,795,851			7,747,160			9,226,094
	End of period	$	1,961,864		$	2,970,476		$	2,319,307		$	1,684,158		$	10,595,923		$	7,747,160
CHANGES IN UNITS OUTSTANDING:
	Units issued		164,875			298,151			97,309			49,007			452,904			372,800
	Units redeemed		(19,633	)		(33,150	)		(80,149	)		(62,515	)		(356,682	)		(199,983	)
	Net increase (decrease)		145,242			265,001			17,160			(13,508	)		96,222			172,817
(1)	The investment division commenced operations on May 1, 2009.
The accompanying notes are an integral part of these financial statements.																	(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	WELLS FARGO ADVANTAGE VT DISCOVERY FUND						WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND						WELLS FARGO ADVANTAGE VT SMALL/MID CAP VALUE FUND
	2009			2008			2009			2008			2009			2008
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(19,747	)	$	(29,960	)	$	(27,920	)	$	53,710		$	9,244		$	(35,602	)
Net realized gain (loss)		(429,415	)		183,086			(1,457,865	)		676,120			(432,946	)		938,113
Change in net unrealized depreciation
on investments		1,382,895			(2,691,230	)		2,959,700			(2,819,806	)		1,597,505			(3,009,596	)
Increase (decrease) in net assets resulting
from operations		933,733			(2,538,104	)		1,473,915			(2,089,976	)		1,173,803			(2,107,085	)
CONTRACT TRANSACTIONS:
Purchase payments		43,880			170,068			9,005			248,822
Redemptions		(254,475	)		(304,498	)		(171,640	)		(133,442	)		(165,072	)		(325,108	)
Transfers, net		(296,208	)		(39,077	)		593,364			257,976			(412,763	)		(728,280	)
Contract maintenance charges								(102	)		(47	)		(510	)		(498	)
Adjustments to net assets allocated to contracts
in payout phase								(48,337	)		23,446			(10,221	)		(5,768	)
Increase (decrease) in net assets resulting from
contract transactions		(506,803	)		(173,507	)		382,290			396,755			(588,566	)		(1,059,654	)
Total increase (decrease) in net assets		426,930			(2,711,611	)		1,856,205			(1,693,221	)		585,237			(3,166,739	)
NET ASSETS:
Beginning of period		2,780,257			5,491,868			3,160,863			4,854,084			2,377,622			5,544,361
End of period	$	3,207,187		$	2,780,257		$	5,017,068		$	3,160,863		$	2,962,859		$	2,377,622
CHANGES IN UNITS OUTSTANDING:
Units issued		48,618			184,219			281,585			138,836			442			1,467
Units redeemed		(116,656	)		(220,335	)		(236,018	)		(104,413	)		(61,051	)		(80,545	)
Net increase (decrease)		(68,038	)		(36,116	)		45,567			34,423			(60,609	)		(79,078	)
The accompanying notes are an integral part of these financial statements.																(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2009 AND 2008
	TOTAL VARIABLE ANNUITY-1 SERIES ACCOUNT
	2009			2008
	(UNAUDITED)			(UNAUDITED)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	18,856,254		$	18,323,406
Net realized gain (loss)		(90,801,333	)		10,232,928
Change in net unrealized depreciation
on investments		241,418,008			(350,937,498	)
Increase (decrease) in net assets resulting
from operations		169,472,929			(322,381,164	)
CONTRACT TRANSACTIONS:
Purchase payments		51,218,584			131,805,515
Redemptions		(127,236,320	)		(119,537,684	)
Transfers, net		5,327,496			2,475,409
Contract maintenance charges		(70,575	)		(70,557	)
Adjustments to net assets allocated to contracts
in payout phase		(709,329	)		110,402
Increase (decrease) in net assets resulting from
contract transactions		(71,470,144	)		14,783,085
Total increase (decrease) in net assets		98,002,785			(307,598,079	)
NET ASSETS:
Beginning of period		962,152,195			1,269,750,274
End of period	$	1,060,154,980		$	962,152,195
CHANGES IN UNITS OUTSTANDING:
Units issued		32,318,703			42,769,083
Units redeemed		(38,610,651	)		(40,920,319	)
Net increase (decrease)		(6,291,948	)		1,848,764
The accompanying notes are an integral part of these financial statements.				(Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

1. ORGANIZATION

The Variable Annuity-1 Series Account (the Series Account), a separate account of Great-West Life & Annuity Insurance Company (the Company), was established under Colorado law.  The Series Account commenced operations on November 1, 1996.  As of May 3, 2001, the Company began offering a new contract in the Series Account (Schwab OneSource Annuity).  The original contract in the Series Account is designated the Schwab Select Annuity.  The Series Account is registered as a unit investment trust under the Investment Company Act of 1940, as amended.  The Series Account is a funding vehicle for both group and individual variable annuity contracts.  The Series Account consists of numerous investment divisions with each investment division being treated as an individual separate account and investing all of its investible assets in the named underlying mutual fund.

Under applicable insurance law, the assets and liabilities of each of the investment divisions of the Series Account are clearly identified and distinguished from the Company's other assets and liabilities.  The portion of the Series Account's assets applicable to the reserves and other contract liabilities with respect to the Series Account is not chargeable with liabilities arising out of any other business the Company may conduct.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements and financial highlights of each of the investment divisions 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 liabilities at the date of the financial statements and financial highlights and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Security Valuation

The valuation hierarchy is based upon the transparency of inputs to the valuation of the Series Account’s investments.  The three levels are defined as follows:

Level 1 – Valuations based on quoted prices for identical securities in active markets.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the fair value measurement.

During 2009, the only investments of each of the investment divisions of the Series Account were in underlying registered investment companies that are actively traded, therefore 100% of the investments are valued using Level 1 inputs.

Security Transactions

Investments made in the investment divisions are valued at the reported net asset values of such underlying mutual funds, which value their investment securities at fair value.  Transactions are recorded on a trade date basis.  Income from dividends and gains from realized gain distributions are recorded on the ex-distribution date.

Realized gains and losses on the sales of investments are computed on the basis of the identified cost of the investment sold.

One or more of the underlying investment divisions may invest in securities of governmental agencies, foreign issuers and high yield bonds.

Investments in securities of governmental agencies may only be guaranteed by the respective agency’s limited authority to borrow from the U.S. Government and may not be guaranteed by the full faith and credit of the U.S. Government.

Certain investment divisions may have elements of risk due to concentrated investments in foreign issuers located in a specific country.  Such concentrations may subject the underlying investment divisions to additional risks resulting from future political or economic conditions and/or possible impositions of adverse foreign governmental laws or currency exchange restrictions.

Certain investment divisions invest in high yield bonds, some of which may be rated below investment grade.  These high yield bonds may be more susceptible than higher grade bonds to real or perceived adverse economic or industry conditions.  The secondary market, on which high yield bonds are traded, may also be less liquid than the market for higher grade bonds.

Contracts in the Payout Phase

Net assets of each investment division allocated to contracts in the payout phase are computed according to the 2000 Individual Annuitant Mortality Table.  The assumed investment return is 5 percent. The mortality risk is fully borne by the Company and may result in additional amounts being transferred into the variable annuity account by the Company to cover greater longevity of annuitants than expected.  Conversely, if amounts allocated exceed amounts required, transfers may be made to the Company and recorded as surrenders reflected in the respective Statement of Changes in Net Assets of which there were none for the years ended December 31, 2009 and 2008.  These excess amounts are represented as either a Due to or Due from Great-West Life & Annuity Insurance Company on the respective Statement of Assets and Liabilities.

Federal Income Taxes

  The operations of each of the investment divisions of the Series Account are included in the federal income tax return of the Company, which is taxed as a life insurance 

  company under the provisions of the Internal Revenue Code (IRC).  Under the current provisions of the IRC, the Company does not expect to incur federal income taxes on the

  earnings of each of the investment divisions of the Series Account to the extent the earnings are credited under the contracts.  Based on this, no charge is being made currently

  to the Series Account for federal income taxes.  The Company will review periodically the status of the federal income taxes policy in the event of changes in the tax law.  A

 charge may be made in future years for any federal income taxes that would be attributable to the contracts.

Net Transfers

  Net transfers include transfers between investment divisions of the Series Account as well as transfers between other investment options of the Company, not included in the

  Series Account.

Application of Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (the FASB) issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162 (SFAS No. 168).  SFAS No. 168 establishes the FASB Accounting Standards CodificationTM (the ASC) as the single source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles in the United States (GAAP) applied by nongovernmental entities.  All previously issued GAAP authoritative pronouncements are superseded and replaced by the ASC and are considered non-authoritative. The ASC also established that rules and interpretative releases of the Securities and Exchange Commission (the SEC) under authority of federal securities laws are also sources of GAAP for SEC registrants.  SFAS No. 168 and the ASC are effective for interim or annual financial periods ending after September 15, 2009.  The Series Account adopted SFAS No. 168 and the ASC for the annual period ended December 31, 2009.

In April 2009, the FASB issued Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for an Asset or Liability Have Significantly Decreased and Identifying Transactions That are Not Orderly (FSP No. FAS 157-4).  Effective July 1, 2009, FSP No. FAS 157-4 was superseded and replaced by certain provisions of ASC topic 820.  These provisions of ASC topic 820 relate to determining fair values when there is no active market or where the price inputs being used represent distressed sales.  These provisions of ASC topic 820 reaffirm the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive.  These provisions of ASC topic 820 apply to all assets and liabilities within the scope of accounting pronouncements that require or permit fair value measurements.  The provisions of ASC topic 820 that relate to the determination of fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying transactions that are not orderly, is effective for interim and annual periods ending after June 15, 2009.  Each investment division of the Series Account adopted these provisions of ASC topic 820 relating to these considerations for the annual period ended December 31, 2009.  The adoption had no impact on the financial statements.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events (SFAS No. 165).  Effective July 1, 2009, SFAS No.165 was superseded and replaced by certain provisions of ASC topic 855, Subsequent Events (ASC topic 855).  These provisions of ASC topic 855 require companies to establish principles and requirements for subsequent events.  Specifically, these provisions of ASC topic 855 require the disclosure of the period after the financial statements date through which management has evaluated events and transactions that may occur for potential recognition or disclosure in a company’s financial statements.  In addition, these provisions of ASC topic 855 provide the circumstances under which the disclosures are required of an entity regarding events and circumstances that have occurred after the date of the financial statements but before the date of issuance.  These provisions of ASC topic 855 are effective for interim or annual financial periods ending after June 15, 2009.  Each investment division of the Series Account adopted these provisions of ASC topic 855 for the annual period ended December 31, 2009.

3. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2009 were as follows:

Investment Division	Purchases		Sales
Aim V.I. Core Equity Fund	$	82,949	$	1,002,303
Aim V.I. High Yield Fund		327,121		966,941
Aim V.I. International Growth Fund		4,306,453		2,207,068
Aim V.I. Mid Cap Core Equity Fund		460,817		120,720
Aim V.I. Small Cap Equity Fund		301,630		43,742
Aim V.I. Technology Fund		0		483,556
Alger Balanced Portfolio		36,317		330,459
Alger Largecap Growth Portfolio		3,081,459		4,602,341
Alger Midcap Growth Portfolio		2,176,124		2,099,175
AllianceBernstein VPS Growth & Income Portfolio		563,263		3,512,066
AllianceBernstein VPS Growth Portfolio		307,823		807,945
AllianceBernstein VPS International Growth Portfolio		4,487,095		7,073,091
AllianceBernstein VPS International Value Portfolio		2,886,282		4,543,938
AllianceBernstein VPS Real Estate Investment Portfolio		3,002,821		2,275,188
AllianceBernstein VPS Small/Midcap Value Portfolio		3,158,188		2,166,051
AllianceBernstein VPS Utility Income Portfolio		203,546		6,063,958
American Century VP Balanced Fund		1,396,747		1,562,348
American Century VP Income & Growth Fund		862,736		857,005
American Century VP International Fund		145,057		1,384,414
American Century VP Mid Cap Value Fund		600,266		13,361
American Century VP Value Fund		3,137,358		3,755,718
Columbia VIT Marsico 21st Century Fund		606,948		121,970
Columbia VIT Small Cap Value Fund		506,800		131,493
Delaware VIP Growth Opportunities Series		1,272,851		522,435
Delaware VIP Small Cap Value Series		2,222,855		3,426,307
Dreyfus IP Midcap Stock Portfolio		403,989		904,054
Dreyfus VIF Appreciation Portfolio		2,293,276		2,322,536
Dreyfus VIF Developing Leaders Portfolio		17,617		96,655
Dreyfus VIF Growth & Income Portfolio		194,406		474,778
DWS Blue Chip VIP Portfolio		1,485,284		1,424,797
DWS Capital Growth VIP Portfolio		2,077,380		1,737,201
DWS Dreman Small Mid Cap Value VIP Portfolio		1,812,674		1,396,505
DWS Growth & Income VIP Portfolio		119,070		150,975
DWS Health Care VIP Portfolio		1,571,141		1,963,564
DWS Large Cap Value VIP Portfolio		2,606,395		2,502,459
DWS Small Cap Growth VIP Portfolio		0		86,949
DWS Small Cap Index VIP Portfolio		2,634,616		3,425,037
DWS Strategic Value VIP Portfolio		295,073		2,877,400
Federated Capital Income Fund II		39,212		58,028
Federated Clover Value Fund II		100,374		1,533,725
Federated Fund For U.S. Government Securities II		15,276,735		19,377,302
Federated International Equity Fund II		19,482		209,935
Franklin Small Cap Value Securities Fund		1,589,172		590,916
Janus Aspen Balanced Portfolio Institutional Shares		632,982		1,677,027
Janus Aspen Balanced Portfolio Service Shares		9,624,464		3,320,070
Janus Aspen Flexible Bond Portfolio Institutional Shares		1,264,713		5,459,390
Janus Aspen Flexible Bond Portfolio Service Shares		16,431,808		5,003,131

Janus Aspen Growth & Income Portfolio Institutional Shares	61,964	1,881,136
Janus Aspen Growth & Income Portfolio Service Shares	4,631,774	3,226,350
Janus Aspen Janus Portfolio	37,267	1,111,179
Janus Aspen Overseas Portfolio Institutional Shares	435,769	2,275,838
Janus Aspen Overseas Portfolio Service Shares	4,977,996	2,161,282
Janus Aspen Worldwide Portfolio	113,639	1,123,669
JPMorgan Insurance Trust Small Cap Core Portfolio	18,295	122,936
Lazard Retirement Emerging Markets Equity Series Portfolio	4,926,071	328,333
LVIP Baron Growth Opportunities Fund	1,734,399	3,103,590
MFS International Value Fund	1,704,384	155,960
MFS Utilities Portfolio	4,790,719	1,955,658
Neuberger Berman AMT Regency Portfolio	136,516	526,687
NVIT Mid Cap Index Fund	1,341,913	2,244,849
Oppenheimer Global Securities Fund/VA	4,047,683	5,602,926
Oppenheimer International Growth Fund/VA	3,337,634	2,160,960
Pimco VIT High Yield Portfolio	19,916,817	14,458,699
Pimco VIT Low Duration Portfolio	23,953,239	10,049,538
Pimco VIT Total Return Portfolio	48,771,498	20,941,062
Pioneer Emerging Markets VCT Portfolio	4,165,839	1,757,308
Pioneer Fund VCT Portfolio	749,004	1,740,097
Pioneer Growth Opportunities VCT Portfolio	2,141,119	1,617,655
Pioneer Mid Cap Value VCT Portfolio	1,308,378	695,818
Pioneer Small Cap Value VCT Portfolio	196,483	3,645,782
Prudential Series Fund Equity Portfolio	79,464	131,096
Prudential Series Fund Natural Resources Portfolio	1,405,966	235,601
Royce Capital Fund Small-Cap Portfolio	1,418,036	153,627
Schwab Markettrack Growth Portfolio II	4,506,815	5,076,329
Schwab Money Market Portfolio	49,905,937	139,507,234
Schwab S&P 500 Index Portfolio	17,547,355	20,701,449
Seligman Communications & Information Portfolio	4,842,689	2,606,069
Sentinel Variable Products Bond Fund	1,154,203	252,639
Sentinel Variable Products Common Stock Fund	590,387	47,082
Sentinel Variable Products Small Company Fund	175,738	1,893
Third Avenue Value Portfolio	2,892,097	3,169,069
Touchstone Mid Cap Growth Fund	715,508	277
Universal Institutional Fund U.S. Real Estate Portfolio	1,365,068	1,735,323
Van Eck Insurance Trust Worldwide Hard Assets Fund	1,992,339	212,719
Van Eck Insurance Trust Worldwide Bond Fund	3,308,864	347,424
Van Kampen LIT Comstock	840,275	617,356
Van Kampen LIT Growth & Income	4,005,026	2,891,665
Wells Fargo Advantage VT Discovery Fund	348,508	875,129
Wells Fargo Advantage VT Opportunity Fund	2,351,218	1,949,113
Wells Fargo Advantage VT Small/Mid Cap Value Fund	30,405	584,992

4.   EXPENSES AND RELATED PARTY TRANSACTIONS

Contract Maintenance Charges

The Company deducts from each participant account in the Schwab Select Annuity, a $25 annual maintenance charge on accounts under $50,000 as of each contract's anniversary date. This charge is recorded as Contract Maintenance Charges on the Statement of Changes in Net Assets.

Transfer Fees

The Company charges $10 in the Schwab Select Annuity for each transfer between investment divisions in excess of 12 transfers in any calendar year. This charge is recorded as a redemption on the Statement of Changes in Net Assets.

Deductions for Premium Taxes

The Company deducts from each contribution in both the Schwab Select Annuity and Schwab OneSource Annuity any applicable state Premium Tax or retaliatory tax, which currently range from 0% to 3.5%.  This charge is netted with purchase payments on the Statement of Changes in Net Assets.

Deductions for Assumption of Mortality and Expense Risks

The Company deducts an amount, computed and accrued daily, from the unit value of each investment division of the Schwab Select Annuity investments, equal to an annual rate of 0.85%, and an amount, computed and accrued daily, from the unit value of each investment division of the Schwab OneSource Annuity investments, equal to an annual rate of 0.65% to 0.85% depending on the benefit option chosen.  This charge compensates the Company for its assumption of certain mortality, death benefit, and expense risks.  The accrued amount is represented as Due to Great-West Life & Annuity Insurance Company on the Statement of Assets and Liabilities.

If the above charges prove insufficient to cover actual costs and assumed risks, the loss will be borne by the Company; conversely, if the amounts deducted prove more than sufficient, the excess will be a profit to the Company.

5. SUBSEQUENT EVENTS

Management has reviewed all events subsequent to the date of the Statement of Assets and Liabilities, including the estimates inherent in the process of preparing these financial statements, through the issuance date of the financial statements.

6. FINANCIAL HIGHLIGHTS

The financial highlights for the Series Account are presented by contract by investment division.  For each investment division available to Schwab Select Annuity contracts, a summary of accumulation units outstanding for variable annuity contracts, the expense ratio, excluding expenses of the underlying funds, the related total return and the related accumulation unit fair values for the five years ended December 31, 2009 is included on the following pages. The unit values in the Financial Highlights are calculated based on the net assets and accumulation units outstanding as of December 31 of each year presented and may differ from the unit value reflected on the Statement of Assets and Liabilities due to rounding.  For each investment division available to Schwab OneSource Annuity contracts, a summary of accumulation units outstanding for variable annuity contracts, the range of the lowest to highest expense ratio, excluding expenses of the underlying funds, the related total return and the related accumulation unit fair values for the five years ended December 31, 2009 is included on the following pages.  In certain instances the lowest unit fair value and total return exceed the highest due to the impact of contracts which were not inforce for the full year.

The Expense Ratios represent the annualized contract expenses of the respective investment divisions of the Series Account, consisting of mortality and expense charges, for each period indicated.  The ratios include only those expenses that result in a direct reduction to unit values.  Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund have been excluded.

The Total Return amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and expenses assessed through the reduction of unit values.  These ratios do not include any expenses assessed through the redemption of units.  The total return is calculated for each period shown and, accordingly, is not annualized for periods less than one year.  As the total return for Schwab OneSource Annuity for each of the periods in the five years ended December 31, 2009 is presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract total returns are not within the ranges presented.

The Investment Income Ratio represents the dividends, excluding distributions of capital gains, received by the investment division from the underlying mutual fund divided by average net assets during the year.  The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values.  The recognition of investment income by the investment division is affected by the timing of the declaration of dividends by the underlying fund in which the investment division invests.

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
	At December 31						For the year or period ended December 31
	Units		Unit Fair Value lowest to highest		Net Assets		Investment			Expense Ratio lowest to highest			Total Return lowest to highest
Schwab Select Annuity:		(000s)				(000s)	Income Ratio
AIM V.I. CORE EQUITY FUND
2009		278	$	18.25	$	5,082		1.73	%		0.85	%		27.18		%
2008		340	$	14.35	$	4,877		2.08	%		0.85	%		(30.71	)	%
2007		396	$	20.71	$	8,202		1.03	%		0.85	%		7.19		%
2006		491	$	19.32	$	9,483		1.66	%		0.85	%		15.34		%
2005		672	$	16.75	$	11,249		0.39	%		0.85	%		2.51		%
AIM V.I. HIGH YIELD FUND
2009		207	$	16.22	$	3,357		8.14	%		0.85	%		51.45		%
2008		261	$	10.71	$	2,799		8.75	%		0.85	%		(26.29	)	%
2007		351	$	14.53	$	5,105		6.46	%		0.85	%		0.35		%
2006		462	$	14.48	$	6,681		7.83	%		0.85	%		9.86		%
2005		649	$	13.18	$	8,552		7.22	%		0.85	%		1.85		%
AIM V.I. INTERNATIONAL GROWTH FUND
2009		195	$	10.01	$	1,947		1.88	%		0.85	%		34.18		%
2008		149	$	7.46	$	1,110		0.44	%		0.85	%		(40.89	)	%
2007		230	$	12.62	$	2,909		0.50	%		0.85	%		13.69		%
2006		114	$	11.10	$	1,269		1.77	%		0.85	%		11.00		%
AIM V.I. MID CAP CORE EQUITY FUND
2009		11	$	12.48	$	135		1.95	%		0.85	%		24.80		%
AIM V.I. SMALL CAP EQUITY FUND
2009		6	$	12.20	$	73		0.13	%		0.85	%		22.00		%
AIM V.I. TECHNOLOGY FUND
2009		750	$	2.41	$	1,811		0.00	%		0.85	%		56.49		%
2008		966	$	1.54	$	1,498		0.00	%		0.85	%		(45.20	)	%
2007		1,575	$	2.81	$	4,429		0.00	%		0.85	%		6.84		%
2006		1,902	$	2.63	$	4,997		0.00	%		0.85	%		9.58		%
2005		2,585	$	2.40	$	6,201		0.00	%		0.85	%		1.27		%
ALGER LARGECAP GROWTH PORTFOLIO
2009		691	$	18.39	$	12,760		0.66	%		0.85	%		46.30		%
2008		759	$	12.57	$	9,580		0.23	%		0.85	%		(46.62	)	%
2007		881	$	23.55	$	20,797		0.33	%		0.85	%		18.94		%
2006		882	$	19.80	$	17,453		0.13	%		0.85	%		4.27		%
2005		1,229	$	18.99	$	23,333		0.24	%		0.85	%		11.12		%
ALGER MIDCAP GROWTH PORTFOLIO
2009		221	$	13.29	$	2,939		0.00	%		0.85	%		50.51		%
2008		223	$	8.83	$	1,968		0.17	%		0.85	%		(58.46	)	%
2007		314	$	21.40	$	6,717		0.00	%		0.85	%		30.49		%
2006		180	$	16.40	$	2,954		0.00	%		0.85	%		9.19		%
2005		249	$	15.02	$	3,737		0.00	%		0.85	%		8.92		%
																(Continued)

ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO
2009	66	$	8.19	$	544	4.10	%	0.85	%	19.74		%
2008	85	$	6.84	$	580	2.15	%	0.85	%	(41.09	)	%
2007	114	$	11.61	$	1,319	1.70	%	0.85	%	4.22		%
2006	41	$	11.14	$	457	0.90	%	0.85	%	11.40		%
ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO
2009	60	$	8.37	$	504	0.00	%	0.85	%	32.02		%
2008	72	$	6.34	$	458	0.00	%	0.85	%	(42.93	)	%
2007	81	$	11.11	$	899	0.00	%	0.85	%	12.11		%
2006	62	$	9.91	$	612	0.00	%	0.85	%	(0.90	)	%
ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
2009	412	$	12.63	$	5,224	4.62	%	0.85	%	38.49		%
2008	539	$	9.12	$	4,922	0.00	%	0.85	%	(49.31	)	%
2007	630	$	17.99	$	11,324	1.84	%	0.85	%	17.12		%
2006	573	$	15.36	$	8,804	0.94	%	0.85	%	26.11		%
2005	413	$	12.18	$	5,029	0.01	%	0.85	%	21.80		%
ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
2009	472	$	7.34	$	3,464	1.45	%	0.85	%	33.70		%
2008	570	$	5.49	$	3,129	1.18	%	0.85	%	(53.63	)	%
2007	643	$	11.84	$	7,607	1.19	%	0.85	%	4.96		%
2006	550	$	11.28	$	6,201	0.59	%	0.85	%	12.80		%
ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO
2009	173	$	9.55	$	1,650	1.01	%	0.85	%	41.69		%
2008	135	$	6.74	$	913	0.59	%	0.85	%	(36.17	)	%
2007	114	$	10.56	$	1,199	1.30	%	0.85	%	0.86		%
2006	47	$	10.47	$	496	0.00	%	0.85	%	4.70		%
AMERICAN CENTURY VP BALANCED FUND
2009	161	$	12.64	$	2,035	5.01	%	0.85	%	14.49		%
2008	152	$	11.04	$	1,682	2.60	%	0.85	%	(20.97	)	%
2007	167	$	13.97	$	2,327	2.08	%	0.85	%	4.02		%
2006	207	$	13.43	$	2,773	1.90	%	0.85	%	8.74		%
2005	224	$	12.35	$	2,763	1.56	%	0.85	%	4.04		%
AMERICAN CENTURY VP INTERNATIONAL FUND
2009	218	$	17.99	$	4,005	2.16	%	0.85	%	32.57		%
2008	273	$	13.57	$	3,792	0.86	%	0.85	%	(45.28	)	%
2007	370	$	24.80	$	9,178	0.70	%	0.85	%	17.04		%
2006	452	$	21.19	$	9,572	1.85	%	0.85	%	23.99		%
2005	685	$	17.09	$	11,708	1.08	%	0.85	%	12.29		%
AMERICAN CENTURY VP MID CAP VALUE FUND
2009	8	$	13.09	$	105	1.33	%	0.85	%	30.90		%
												(Continued)

AMERICAN CENTURY VP VALUE FUND
2009	323	$	13.08	$	4,239	5.91	%	0.85	%	18.80		%
2008	395	$	11.01	$	4,352	2.56	%	0.85	%	(27.37	)	%
2007	548	$	15.16	$	8,314	1.59	%	0.85	%	(5.96	)	%
2006	594	$	16.12	$	9,578	1.38	%	0.85	%	17.66		%
2005	607	$	13.70	$	8,311	0.76	%	0.85	%	4.10		%
COLUMBIA VIT MARSICO 21ST CENTURY FUND
2009	12	$	13.30	$	158	0.00	%	0.85	%	33.00		%
COLUMBIA VIT SMALL CAP VALUE FUND
2009	2	$	12.63	$	26	0.38	%	0.85	%	26.30		%
DELAWARE VIP GROWTH OPPORTUNITIES SERIES
2009	56	$	9.31	$	522	0.00	%	0.85	%	44.12		%
2008	13	$	6.46	$	86	0.00	%	0.85	%	(41.00	)	%
2007	25	$	10.95	$	272	0.00	%	0.85	%	11.96		%
2006	2	$	9.78	$	21	0.00	%	0.85	%	(2.20	)	%
DELAWARE VIP SMALL CAP VALUE SERIES
2009	200	$	15.68	$	3,144	0.97	%	0.85	%	30.67		%
2008	217	$	12.00	$	2,606	0.82	%	0.85	%	(30.48	)	%
2007	279	$	17.26	$	4,808	0.52	%	0.85	%	(7.40	)	%
2006	371	$	18.64	$	6,923	0.26	%	0.85	%	15.20		%
2005	434	$	16.18	$	7,021	0.36	%	0.85	%	8.52		%
DREYFUS IP MIDCAP STOCK PORTFOLIO
2009	48	$	12.28	$	583	1.65	%	0.85	%	34.35		%
2008	70	$	9.14	$	636	0.91	%	0.85	%	(40.88	)	%
2007	75	$	15.46	$	1,167	0.43	%	0.85	%	0.59		%
2006	97	$	15.37	$	1,497	0.40	%	0.85	%	6.88		%
2005	167	$	14.38	$	2,396	0.03	%	0.85	%	8.20		%
DREYFUS VIF APPRECIATION PORTFOLIO
2009	403	$	10.10	$	4,164	2.70	%	0.85	%	21.39		%
2008	501	$	8.32	$	4,271	2.05	%	0.85	%	(30.08	)	%
2007	625	$	11.90	$	7,591	1.58	%	0.85	%	6.16		%
2006	749	$	11.21	$	8,388	1.59	%	0.85	%	15.57		%
2005	966	$	9.70	$	9,374	0.02	%	0.85	%	3.41		%
DREYFUS VIF DEVELOPING LEADERS PORTFOLIO
2009	5	$	9.70	$	48	1.67	%	0.85	%	25.00		%
2008	6	$	7.76	$	45	0.96	%	0.85	%	(38.12	)	%
2007	11	$	12.54	$	140	0.79	%	0.85	%	(11.81	)	%
2006	16	$	14.22	$	226	0.48	%	0.85	%	2.89		%
2005	31	$	13.82	$	434	0.00	%	0.85	%	4.86		%
												(Continued)

DREYFUS VIF GROWTH & INCOME PORTFOLIO
2009	157	$	8.93	$	1,402	1.32	%	0.85	%	27.57		%
2008	187	$	7.00	$	1,311	0.65	%	0.85	%	(40.88	)	%
2007	213	$	11.84	$	2,527	0.74	%	0.85	%	7.54		%
2006	284	$	11.01	$	3,129	0.76	%	0.85	%	13.51		%
2005	470	$	9.70	$	4,559	1.35	%	0.85	%	2.54		%
DWS BLUE CHIP VIP PORTFOLIO
2009	171	$	8.96	$	1,530	1.85	%	0.85	%	32.94		%
2008	103	$	6.74	$	692	1.79	%	0.85	%	(39.06	)	%
2007	102	$	11.06	$	1,133	0.98	%	0.85	%	2.60		%
2006	66	$	10.78	$	710	0.00	%	0.85	%	7.80		%
DWS CAPITAL GROWTH VIP PORTFOLIO
2009	258	$	9.27	$	2,410	1.41	%	0.85	%	25.78		%
2008	295	$	7.37	$	2,205	1.05	%	0.85	%	(33.54	)	%
2007	228	$	11.09	$	2,573	0.63	%	0.85	%	11.68		%
2006	253	$	9.93	$	2,509	0.58	%	0.85	%	7.58		%
2005	301	$	9.23	$	2,774	0.98	%	0.85	%	8.08		%
DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
2009	146	$	9.19	$	1,345	1.91	%	0.85	%	28.53		%
2008	160	$	7.15	$	1,151	1.66	%	0.85	%	(33.98	)	%
2007	124	$	10.83	$	1,341	1.15	%	0.85	%	2.27		%
2006	173	$	10.59	$	1,829	0.00	%	0.85	%	5.90		%
DWS GROWTH & INCOME VIP PORTFOLIO
2009	65	$	8.11	$	535	2.28	%	0.85	%	33.17		%
2008	70	$	6.09	$	429	1.98	%	0.85	%	(38.86	)	%
2007	74	$	9.96	$	735	1.20	%	0.85	%	0.50		%
2006	103	$	9.91	$	1,017	1.02	%	0.85	%	12.61		%
2005	151	$	8.80	$	1,328	1.33	%	0.85	%	5.14		%
DWS HEALTH CARE VIP PORTFOLIO
2009	108	$	11.08	$	1,205	1.39	%	0.85	%	21.23		%
2008	104	$	9.14	$	949	0.27	%	0.85	%	(23.90	)	%
2007	95	$	12.01	$	1,138	0.00	%	0.85	%	12.24		%
2006	55	$	10.70	$	591	0.00	%	0.85	%	7.00		%
DWS LARGE CAP VALUE VIP PORTFOLIO
2009	98	$	10.53	$	1,036	2.46	%	0.85	%	24.32		%
2008	146	$	8.47	$	1,235	1.87	%	0.85	%	(36.98	)	%
2007	64	$	13.44	$	857	1.75	%	0.85	%	12.19		%
2006	36	$	11.98	$	433	1.07	%	0.85	%	14.42		%
2005	22	$	10.47	$	229	0.00	%	0.85	%	4.70		%
												(Continued)

DWS SMALL CAP INDEX VIP PORTFOLIO
2009	389	$	14.40	$	5,626	1.81	%	0.85	%	25.44		%
2008	456	$	11.48	$	5,237	1.64	%	0.85	%	(34.66	)	%
2007	523	$	17.57	$	9,193	0.90	%	0.85	%	(2.71	)	%
2006	655	$	18.06	$	11,839	0.68	%	0.85	%	16.44		%
2005	833	$	15.51	$	12,923	0.66	%	0.85	%	3.40		%
DWS STRATEGIC VALUE VIP PORTFOLIO
2009	172	$	8.22	$	1,417	5.06	%	0.85	%	24.17		%
2008	270	$	6.62	$	1,786	3.30	%	0.85	%	(46.44	)	%
2007	355	$	12.36	$	4,386	1.47	%	0.85	%	(2.68	)	%
2006	393	$	12.70	$	4,996	1.56	%	0.85	%	17.70		%
2005	160	$	10.79	$	1,725	0.00	%	0.85	%	7.90		%
FEDERATED CAPITAL INCOME FUND II
2009	51	$	13.48	$	681	6.27	%	0.85	%	27.17		%
2008	55	$	10.60	$	583	5.72	%	0.85	%	(21.07	)	%
2007	61	$	13.43	$	815	4.98	%	0.85	%	3.15		%
2006	85	$	13.02	$	1,105	6.13	%	0.85	%	14.71		%
2005	131	$	11.35	$	1,489	5.63	%	0.85	%	5.39		%
FEDERATED CLOVER VALUE FUND II
2009	242	$	14.30	$	3,479	2.78	%	0.85	%	13.76		%
2008	374	$	12.57	$	4,729	1.93	%	0.85	%	(34.36	)	%
2007	459	$	19.15	$	8,839	1.52	%	0.85	%	(10.43	)	%
2006	595	$	21.38	$	12,721	1.59	%	0.85	%	15.82		%
2005	798	$	18.46	$	14,734	1.65	%	0.85	%	4.12		%
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
2009	1,554	$	17.61	$	27,428	5.14	%	0.85	%	4.32		%
2008	1,772	$	16.88	$	29,978	4.92	%	0.85	%	3.37		%
2007	1,881	$	16.33	$	30,802	4.40	%	0.85	%	5.42		%
2006	2,127	$	15.49	$	32,952	4.30	%	0.85	%	3.20		%
2005	2,552	$	15.01	$	38,297	4.18	%	0.85	%	1.21		%
FRANKLIN SMALL CAP VALUE SECURITIES FUND
2009	94	$	8.39	$	790	1.64	%	0.85	%	28.09		%
2008	54	$	6.55	$	355	1.14	%	0.85	%	(33.57	)	%
2007	52	$	9.86	$	515	0.62	%	0.85	%	(3.24	)	%
2006	47	$	10.19	$	475	0.10	%	0.85	%	1.90		%
												(Continued)

JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
2009	167	$	15.41	$	2,569	2.91	%	0.85	%	24.78		%
2008	226	$	12.35	$	2,791	2.64	%	0.85	%	(16.55	)	%
2007	290	$	14.80	$	4,289	2.41	%	0.85	%	9.63		%
2006	330	$	13.50	$	4,460	2.37	%	0.85	%	9.76		%
2005	230	$	12.30	$	2,831	2.54	%	0.85	%	7.05		%
JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES
2009	436	$	10.80	$	4,713	2.83	%	0.85	%	24.57		%
2008	318	$	8.67	$	2,754	2.78	%	0.85	%	(16.79	)	%
2007	140	$	10.42	$	1,457	2.34	%	0.85	%	4.20		%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
2009	836	$	17.47	$	14,655	4.36	%	0.85	%	12.28		%
2008	997	$	15.56	$	15,582	4.22	%	0.85	%	5.06		%
2007	1,239	$	14.81	$	18,413	4.62	%	0.85	%	6.16		%
2006	1,492	$	13.95	$	20,817	4.69	%	0.85	%	3.33		%
2005	1,760	$	13.50	$	23,756	5.20	%	0.85	%	1.12		%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
2009	522	$	12.23	$	6,391	4.33	%	0.85	%	12.00		%
2008	311	$	10.92	$	3,395	3.97	%	0.85	%	4.80		%
2007	245	$	10.42	$	2,551	4.38	%	0.85	%	4.20		%
JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES
2009	106	$	13.01	$	1,382	0.79	%	0.85	%	38.11		%
2008	135	$	9.42	$	1,274	0.96	%	0.85	%	(41.71	)	%
2007	193	$	16.16	$	3,113	1.84	%	0.85	%	7.88		%
2006	317	$	14.98	$	4,755	1.78	%	0.85	%	7.15		%
2005	260	$	13.98	$	3,642	0.80	%	0.85	%	11.39		%
JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES
2009	214	$	8.18	$	1,752	0.76	%	0.85	%	37.48		%
2008	85	$	5.95	$	507	0.77	%	0.85	%	(41.72	)	%
2007	110	$	10.21	$	1,121	1.47	%	0.85	%	2.10		%
JANUS ASPEN JANUS PORTFOLIO
2009	497	$	15.75	$	7,849	0.54	%	0.85	%	35.19		%
2008	581	$	11.65	$	6,790	0.74	%	0.85	%	(40.23	)	%
2007	664	$	19.49	$	12,976	0.70	%	0.85	%	14.11		%
2006	813	$	17.08	$	13,884	0.46	%	0.85	%	10.48		%
2005	1,080	$	15.46	$	16,694	0.32	%	0.85	%	3.41		%
												(Continued)

JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES
2009	586	$	25.88	$	15,202	0.56	%	0.85	%	77.99		%
2008	699	$	14.54	$	10,186	2.81	%	0.85	%	(52.51	)	%
2007	941	$	30.62	$	28,860	0.63	%	0.85	%	27.27		%
2006	1,181	$	24.06	$	28,409	1.83	%	0.85	%	45.73		%
2005	1,284	$	16.51	$	21,202	1.26	%	0.85	%	31.24		%
JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES
2009	660	$	10.01	$	6,609	0.46	%	0.85	%	77.48		%
2008	343	$	5.64	$	1,935	2.90	%	0.85	%	(52.61	)	%
2007	491	$	11.90	$	5,841	0.26	%	0.85	%	19.00		%
JANUS ASPEN WORLDWIDE PORTFOLIO
2009	522	$	15.99	$	8,403	1.40	%	0.85	%	36.55		%
2008	599	$	11.71	$	7,070	1.19	%	0.85	%	(45.13	)	%
2007	677	$	21.34	$	14,544	0.74	%	0.85	%	8.71		%
2006	795	$	19.63	$	15,616	1.69	%	0.85	%	17.19		%
2005	1,065	$	16.75	$	17,845	1.29	%	0.85	%	4.95		%
LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES PORTFOLIO
2009	149	$	14.64	$	2,188	4.36	%	0.85	%	46.40		%
LVIP BARON GROWTH OPPORTUNITIES FUND
2009	461	$	16.68	$	7,717	0.00	%	0.85	%	37.17		%
2008	555	$	12.16	$	6,785	0.00	%	0.85	%	(39.65	)	%
2007	679	$	20.15	$	13,749	0.00	%	0.85	%	2.54		%
2006	939	$	19.65	$	18,447	0.00	%	0.85	%	14.51		%
2005	1,295	$	17.16	$	22,217	0.00	%	0.85	%	2.51		%
MFS INTERNATIONAL VALUE FUND
2009	28	$	13.11	$	365	0.00	%	0.85	%	31.10		%
MFS UTILITIES PORTFOLIO
2009	297	$	8.32	$	2,468	1.92	%	0.85	%	31.85		%
2008	31	$	6.31	$	195	0.00	%	0.85	%	(36.90	)	%
NEUBERGER BERMAN AMT REGENCY PORTFOLIO
2009	9	$	8.10	$	73	0.62	%	0.85	%	44.90		%
2008	34	$	5.59	$	189	0.59	%	0.85	%	(46.40	)	%
2007	23	$	10.43	$	237	0.33	%	0.85	%	2.15		%
2006	15	$	10.21	$	153	0.08	%	0.85	%	2.10		%
NVIT MID CAP INDEX FUND
2009	133	$	15.09	$	2,017	0.73	%	0.85	%	35.34		%
2008	160	$	11.15	$	1,780	1.06	%	0.85	%	(37.15	)	%
2007	200	$	17.74	$	3,544	1.20	%	0.85	%	6.48		%
2006	274	$	16.66	$	4,569	0.96	%	0.85	%	8.82		%
2005	322	$	15.31	$	4,930	0.95	%	0.85	%	10.94		%
												(Continued)

OPPENHEIMER GLOBAL SECURITIES FUND/VA
2009	514	$	17.52	$	9,061	2.30	%	0.85	%	38.61		%
2008	596	$	12.64	$	7,598	1.63	%	0.85	%	(40.69	)	%
2007	750	$	21.31	$	16,096	1.38	%	0.85	%	5.39		%
2006	862	$	20.22	$	17,423	1.06	%	0.85	%	16.68		%
2005	964	$	17.33	$	16,707	0.94	%	0.85	%	13.34		%
PIMCO VIT HIGH YIELD PORTFOLIO
2009	577	$	14.22	$	8,222	8.67	%	0.85	%	39.00		%
2008	349	$	10.23	$	3,576	7.70	%	0.85	%	(24.11	)	%
2007	451	$	13.48	$	6,084	6.99	%	0.85	%	2.67		%
2006	640	$	13.13	$	8,410	6.83	%	0.85	%	8.07		%
2005	478	$	12.15	$	5,811	6.56	%	0.85	%	3.23		%
PIMCO VIT LOW DURATION PORTFOLIO
2009	1,272	$	12.26	$	15,741	3.54	%	0.85	%	12.37		%
2008	1,186	$	10.91	$	13,061	4.08	%	0.85	%	(1.27	)	%
2007	1,428	$	11.05	$	15,891	4.77	%	0.85	%	6.45		%
2006	1,574	$	10.38	$	16,335	4.16	%	0.85	%	3.08		%
2005	1,805	$	10.07	$	18,177	2.81	%	0.85	%	0.20		%
PIMCO VIT TOTAL RETURN PORTFOLIO
2009	2,209	$	13.13	$	29,048	5.17	%	0.85	%	13.09		%
2008	1,691	$	11.61	$	19,691	4.46	%	0.85	%	3.94		%
2007	1,373	$	11.17	$	15,341	4.82	%	0.85	%	7.82		%
2006	1,069	$	10.36	$	11,075	4.44	%	0.85	%	2.98		%
2005	511	$	10.06	$	5,148	2.65	%	0.85	%	0.60		%
PIONEER FUND VCT PORTFOLIO
2009	190	$	12.56	$	2,386	1.78	%	0.85	%	24.11		%
2008	234	$	10.12	$	2,370	5.96	%	0.85	%	(34.79	)	%
2007	280	$	15.52	$	4,351	1.20	%	0.85	%	4.09		%
2006	340	$	14.91	$	5,065	1.36	%	0.85	%	15.67		%
2005	329	$	12.89	$	4,236	1.33	%	0.85	%	5.22		%
PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO
2009	310	$	12.93	$	4,009	0.00	%	0.85	%	43.35		%
2008	299	$	9.02	$	2,701	0.00	%	0.85	%	(36.03	)	%
2007	352	$	14.10	$	4,972	0.00	%	0.85	%	(4.67	)	%
2006	482	$	14.79	$	7,146	0.00	%	0.85	%	4.67		%
2005	721	$	14.13	$	10,198	0.00	%	0.85	%	5.84		%
												(Continued)

PIONEER MID CAP VALUE VCT PORTFOLIO
2009	68	$	9.05	$	614	1.42	%	0.85	%	24.14		%
2008	34	$	7.29	$	251	0.89	%	0.85	%	(34.32	)	%
2007	24	$	11.10	$	269	0.98	%	0.85	%	4.42		%
2006	2	$	10.63	$	21	0.00	%	0.85	%	6.30		%
PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
2009	32	$	10.51	$	333	0.85	%	0.85	%	36.49		%
2008	40	$	7.70	$	308	0.82	%	0.85	%	(38.94	)	%
2007	88	$	12.61	$	1,106	0.57	%	0.85	%	7.96		%
2006	93	$	11.68	$	1,084	0.48	%	0.85	%	11.24		%
2005	149	$	10.50	$	1,560	0.65	%	0.85	%	10.06		%
ROYCE CAPITAL FUND SMALL-CAP PORTFOLIO
2009	24	$	13.10	$	318	0.00	%	0.85	%	31.00		%
SCHWAB MARKETTRACK GROWTH PORTFOLIO II
2009	491	$	17.85	$	8,790	2.79	%	0.85	%	22.93		%
2008	562	$	14.52	$	8,156	2.32	%	0.85	%	(31.89	)	%
2007	674	$	21.32	$	14,375	2.28	%	0.85	%	4.72		%
2006	768	$	20.36	$	15,638	1.33	%	0.85	%	14.06		%
2005	816	$	17.85	$	14,558	1.32	%	0.85	%	4.88		%
SCHWAB MONEY MARKET PORTFOLIO
2009	3,521	$	13.58	$	47,858	0.12	%	0.85	%	(0.73	)	%
2008	5,003	$	13.68	$	68,637	2.11	%	0.85	%	1.26		%
2007	4,866	$	13.51	$	65,967	4.62	%	0.85	%	3.84		%
2006	4,680	$	13.01	$	60,970	4.51	%	0.85	%	3.67		%
2005	4,715	$	12.55	$	59,235	2.71	%	0.85	%	1.95		%
SCHWAB S&P 500 INDEX PORTFOLIO
2009	2,900	$	17.20	$	50,105	2.57	%	0.85	%	25.09		%
2008	3,334	$	13.75	$	46,082	1.98	%	0.85	%	(37.10	)	%
2007	3,628	$	21.86	$	79,551	1.44	%	0.85	%	4.49		%
2006	4,215	$	20.92	$	88,285	1.52	%	0.85	%	14.57		%
2005	5,038	$	18.26	$	92,063	1.63	%	0.85	%	3.87		%
SELIGMAN COMMUNICATIONS & INFORMATION PORTFOLIO
2009	149	$	10.61	$	1,580	0.00	%	0.85	%	58.12		%
2008	31	$	6.71	$	210	0.00	%	0.85	%	(32.90	)	%
SENTINEL VARIABLE PRODUCTS BOND FUND
2009	7	$	10.58	$	77	8.41	%	0.85	%	5.80		%
SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND
2009	6	$	12.62	$	71	5.07	%	0.85	%	26.20		%
SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
2009	2	$	12.61	$	29	1.14	%	0.85	%	26.10		%
												(Continued)

THIRD AVENUE VALUE PORTFOLIO
2009	222	$	7.84	$	1,741	0.00	%	0.85	%	44.12		%
2008	283	$	5.44	$	1,539	0.85	%	0.85	%	(44.09	)	%
2007	363	$	9.73	$	3,531	2.29	%	0.85	%	(5.63	)	%
2006	301	$	10.31	$	3,104	1.11	%	0.85	%	3.10		%
TOUCHSTONE MID CAP GROWTH FUND
2009	4	$	13.13	$	51	0.20	%	0.85	%	31.30		%
UNIVERSAL INSTITUTIONAL FUND U.S. REAL ESTATE PORTFOLIO
2009	308	$	22.76	$	7,002	3.28	%	0.85	%	27.29		%
2008	339	$	17.88	$	6,068	3.44	%	0.85	%	(38.43	)	%
2007	401	$	29.04	$	11,659	1.06	%	0.85	%	(17.78	)	%
2006	670	$	35.32	$	23,695	1.05	%	0.85	%	36.90		%
2005	709	$	25.80	$	18,297	1.23	%	0.85	%	16.01		%
VAN ECK INSURANCE TRUST WORLDWIDE BOND FUND
2009	47	$	10.89	$	507	0.00	%	0.85	%	8.90		%
VAN KAMPEN LIT COMSTOCK
2009	77	$	9.68	$	743	4.61	%	0.85	%	27.70		%
2008	56	$	7.58	$	427	2.69	%	0.85	%	(36.20	)	%
2007	75	$	11.88	$	892	1.84	%	0.85	%	(2.86	)	%
2006	92	$	12.23	$	1,128	1.30	%	0.85	%	15.27		%
2005	71	$	10.61	$	751	0.00	%	0.85	%	6.10		%
VAN KAMPEN LIT GROWTH & INCOME
2009	190	$	10.75	$	2,052	4.02	%	0.85	%	23.28		%
2008	185	$	8.72	$	1,621	2.45	%	0.85	%	(32.61	)	%
2007	190	$	12.94	$	2,462	1.39	%	0.85	%	1.89		%
2006	171	$	12.70	$	2,165	0.75	%	0.85	%	15.25		%
2005	80	$	11.02	$	881	0.00	%	0.85	%	10.20		%
WELLS FARGO ADVANTAGE VT SMALL/MID CAP VALUE FUND
2009	223	$	13.16	$	2,963	1.22	%	0.85	%	58.75		%
2008	283	$	8.29	$	2,378	0.00	%	0.85	%	(44.99	)	%
2007	362	$	15.07	$	5,544	0.02	%	0.85	%	(1.50	)	%
2006	487	$	15.30	$	7,450	0.00	%	0.85	%	14.69		%
2005	642	$	13.34	$	8,569	0.42	%	0.85	%	15.50		%
WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND
2009	118	$	9.58	$	1,142	0.00	%	0.85	%	46.48		%
2008	91	$	6.54	$	593	2.13	%	0.85	%	(40.60	)	%
2007	53	$	11.01	$	584	0.63	%	0.85	%	5.76		%
2006	45	$	10.41	$	466	0.00	%	0.85	%	4.10		%
												(Concluded)

 

VARIABLE ANNUITY-1 SERIES ACCOUNT OF
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
	At December 31									For the year or period ended December 31
	Units		Unit Fair Value					Net Assets		Investment			Expense Ratio						Total Return
Schwab OneSource Annuity:		(000s)	lowest to highest						(000s)	Income Ratio			lowest to highest						lowest to highest
AIM V.I. HIGH YIELD FUND
2009		57	$	15.14	to	$	14.20	$	855		8.25	%		0.65	%	to	0.85	%		51.40	%	to	51.71		%
2008		73	$	10.00	to	$	9.36	$	712		9.68	%		0.65	%	to	0.85	%		(26.31	)%	to	(26.12	)	%
2007		81	$	13.57	to	$	12.67	$	1,073		6.54	%		0.65	%	to	0.85	%		0.44	%	to	0.56		%
2006		103	$	13.51	to	$	12.60	$	1,325		7.45	%		0.65	%	to	0.85	%		9.75	%	to	10.04		%
2005		160	$	12.31	to	$	11.45	$	1,861		6.92	%		0.65	%	to	0.85	%		1.90	%	to	2.05		%
AIM V.I. INTERNATIONAL GROWTH FUND
2009		574	$	10.01	to	$	10.08	$	5,779		2.13	%		0.65	%	to	0.85	%		34.18	%	to	34.40		%
2008		398	$	7.46	to	$	7.50	$	2,986		0.46	%		0.65	%	to	0.85	%		(40.89	)%	to	(40.81	)	%
2007		573	$	12.62	to	$	12.67	$	7,250		0.76	%		0.65	%	to	0.85	%		13.69	%	to	14.04		%
2006		164	$	11.10	to	$	11.11	$	1,824		2.23	%		0.65	%	to	0.85	%		11.00	%	to	11.10		%
AIM V.I. MID CAP CORE EQUITY FUND
2009		19	$	12.48	to	$	12.50	$	238		2.02	%		0.65	%	to	0.85	%		24.80	%	to	25.00		%
AIM V.I. SMALL CAP EQUITY FUND
2009		17	$	12.20	to	$	12.21	$	204		0.26	%		0.65	%	to	0.85	%		22.00	%	to	22.10		%
AIM V.I. TECHNOLOGY FUND
2009		57	$	12.78	to	$	5.86	$	365		0.00	%		0.65	%	to	0.85	%		56.04	%	to	56.27		%
2008		76	$	8.19	to	$	3.75	$	315		0.00	%		0.65	%	to	0.85	%		(45.00	)%	to	(44.85	)	%
2007		90	$	14.89	to	$	6.80	$	679		0.00	%		0.65	%	to	0.85	%		6.81	%	to	7.09		%
2006		116	$	13.94	to	$	6.35	$	809		0.00	%		0.65	%	to	0.85	%		9.59	%	to	9.67		%
2005		221	$	12.72	to	$	5.79	$	1,365		0.00	%		0.65	%	to	0.85	%		1.27	%	to	1.58		%
ALGER BALANCED PORTFOLIO
2009		101	$	11.82	to	$	11.31	$	1,161		3.26	%		0.65	%	to	0.85	%		28.20	%	to	28.38		%
2008		136	$	9.22	to	$	8.81	$	1,214		2.64	%		0.65	%	to	0.85	%		(32.36	)%	to	(32.23	)	%
2007		167	$	13.63	to	$	13.00	$	2,185		2.18	%		0.65	%	to	0.85	%		11.36	%	to	11.68		%
2006		201	$	12.24	to	$	11.64	$	2,346		1.58	%		0.65	%	to	0.85	%		3.90	%	to	4.02		%
2005		355	$	11.78	to	$	11.19	$	3,996		1.55	%		0.65	%	to	0.85	%		7.48	%	to	7.70		%
ALGER LARGECAP GROWTH PORTFOLIO
2009		773	$	12.85	to	$	9.06	$	7,777		0.63	%		0.65	%	to	0.85	%		46.36	%	to	46.60		%
2008		947	$	8.78	to	$	6.18	$	6,282		0.23	%		0.65	%	to	0.85	%		(46.63	)%	to	(46.49	)	%
2007		1,021	$	16.45	to	$	11.55	$	12,798		0.29	%		0.65	%	to	0.85	%		18.94	%	to	19.20		%
2006		541	$	13.83	to	$	9.69	$	5,619		0.13	%		0.65	%	to	0.85	%		4.22	%	to	4.42		%
2005		566	$	13.27	to	$	9.28	$	5,670		0.22	%		0.65	%	to	0.85	%		11.14	%	to	11.27		%
ALGER MIDCAP GROWTH PORTFOLIO
2009		388	$	12.96	to	$	13.13	$	5,085		0.00	%		0.65	%	to	0.85	%		50.35	%	to	50.75		%
2008		386	$	8.62	to	$	8.71	$	3,375		0.17	%		0.65	%	to	0.85	%		(58.70	)%	to	(58.64	)	%
2007		447	$	20.87	to	$	21.06	$	9,415		0.00	%		0.65	%	to	0.85	%		30.44	%	to	30.73		%
2006		289	$	16.00	to	$	16.11	$	4,643		0.00	%		0.65	%	to	0.85	%		9.22	%	to	9.44		%
2005		260	$	14.65	to	$	14.72	$	3,827		0.00	%		0.65	%	to	0.85	%		8.92	%	to	9.12		%
ALLIANCE-BERNSTEIN VPS GROWTH & INCOME PORTFOLIO
2009		696	$	11.01	to	$	9.52	$	7,062		4.01	%		0.65	%	to	0.85	%		19.80	%	to	20.05		%
2008		1,061	$	9.19	to	$	7.93	$	9,098		2.12	%		0.65	%	to	0.85	%		(41.09	)%	to	(41.00	)	%
2007		1,111	$	15.60	to	$	13.44	$	15,825		1.43	%		0.65	%	to	0.85	%		4.21	%	to	4.43		%
2006		1,062	$	14.97	to	$	12.87	$	14,450		1.49	%		0.65	%	to	0.85	%		16.32	%	to	16.58		%
2005		1,168	$	12.87	to	$	11.04	$	13,710		1.48	%		0.65	%	to	0.85	%		3.96	%	to	4.15		%
																									(Continued)

ALLIANCE-BERNSTEIN VPS GROWTH PORTFOLIO
2009	224	$	11.98	to	$	8.71	$	2,107	0.00	%	0.65	%	to	0.85	%	32.08	%	to	32.37		%
2008	290	$	9.07	to	$	6.58	$	2,082	0.00	%	0.65	%	to	0.85	%	(42.96	)%	to	(42.83	)	%
2007	367	$	15.90	to	$	11.51	$	4,572	0.00	%	0.65	%	to	0.85	%	12.05	%	to	12.29		%
2006	314	$	14.19	to	$	10.25	$	3,442	0.00	%	0.65	%	to	0.85	%	(1.94	)%	to	(1.73	)	%
2005	340	$	14.47	to	$	10.43	$	3,769	0.00	%	0.65	%	to	0.85	%	11.05	%	to	11.19		%
ALLIANCE-BERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO
2009	1,461	$	12.62	to	$	12.74	$	18,579	4.61	%	0.65	%	to	0.85	%	38.38	%	to	38.63		%
2008	1,730	$	9.12	to	$	9.19	$	15,891	0.00	%	0.65	%	to	0.85	%	(49.31	)%	to	(49.17	)	%
2007	1,800	$	17.99	to	$	18.08	$	32,534	1.84	%	0.65	%	to	0.85	%	17.12	%	to	17.33		%
2006	1,354	$	15.36	to	$	15.41	$	20,840	0.96	%	0.65	%	to	0.85	%	26.00	%	to	26.21		%
2005	628	$	12.19	to	$	12.21	$	7,657	0.01	%	0.65	%	to	0.85	%	21.90	%	to	22.10		%
ALLIANCE-BERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO
2009	1,316	$	7.34	to	$	7.39	$	9,729	1.36	%	0.65	%	to	0.85	%	33.70	%	to	33.88		%
2008	1,602	$	5.49	to	$	5.52	$	8,835	1.16	%	0.65	%	to	0.85	%	(53.63	)%	to	(53.50	)	%
2007	1,644	$	11.84	to	$	11.87	$	19,502	1.14	%	0.65	%	to	0.85	%	4.96	%	to	5.14		%
2006	930	$	11.28	to	$	11.29	$	10,496	0.27	%	0.65	%	to	0.85	%	12.80	%	to	12.90		%
ALLIANCE-BERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO
2009	511	$	16.86	to	$	21.86	$	10,824	2.86	%	0.65	%	to	0.85	%	28.31	%	to	28.66		%
2008	514	$	13.14	to	$	16.99	$	8,520	1.76	%	0.65	%	to	0.85	%	(36.21	)%	to	(36.13	)	%
2007	557	$	20.60	to	$	26.60	$	14,252	1.34	%	0.65	%	to	0.85	%	(15.26	)%	to	(15.07	)	%
2006	732	$	24.31	to	$	31.32	$	22,045	1.94	%	0.65	%	to	0.85	%	34.09	%	to	34.36		%
2005	643	$	18.13	to	$	23.31	$	14,600	3.20	%	0.65	%	to	0.85	%	10.75	%	to	10.95		%
ALLIANCE-BERNSTEIN VPS SMALL/MIDCAP VALUE PORTFOLIO
2009	303	$	9.55	to	$	9.62	$	2,915	1.10	%	0.65	%	to	0.85	%	41.69	%	to	41.89		%
2008	250	$	6.74	to	$	6.78	$	1,689	0.63	%	0.65	%	to	0.85	%	(36.17	)%	to	(35.98	)	%
2007	239	$	10.56	to	$	10.59	$	2,528	1.09	%	0.65	%	to	0.85	%	0.86	%	to	1.05		%
2006	161	$	10.47	to	$	10.48	$	1,685	0.06	%	0.65	%	to	0.85	%	4.70	%	to	4.80		%
AMERICAN CENTURY VP BALANCED FUND
2009	326	$	12.44	to	$	12.60	$	4,094	5.24	%	0.65	%	to	0.85	%	14.55	%	to	14.75		%
2008	372	$	10.86	to	$	10.98	$	4,074	2.56	%	0.65	%	to	0.85	%	(21.02	)%	to	(20.84	)	%
2007	397	$	13.75	to	$	13.87	$	5,497	1.71	%	0.65	%	to	0.85	%	4.09	%	to	4.21		%
2006	244	$	13.21	to	$	13.31	$	3,236	2.02	%	0.65	%	to	0.85	%	8.63	%	to	8.92		%
2005	268	$	12.16	to	$	12.22	$	3,270	1.42	%	0.65	%	to	0.85	%	4.11	%	to	4.27		%
AMERICAN CENTURY VP INCOME & GROWTH FUND
2009	426	$	11.55	to	$	9.90	$	4,421	4.73	%	0.65	%	to	0.85	%	17.14	%	to	17.30		%
2008	449	$	9.86	to	$	8.44	$	3,962	2.01	%	0.65	%	to	0.85	%	(35.17	)%	to	(35.03	)	%
2007	516	$	15.21	to	$	12.99	$	7,019	1.83	%	0.65	%	to	0.85	%	(0.91	)%	to	(0.69	)	%
2006	589	$	15.35	to	$	13.08	$	8,103	1.92	%	0.65	%	to	0.85	%	16.11	%	to	16.27		%
2005	658	$	13.22	to	$	11.25	$	7,793	2.00	%	0.65	%	to	0.85	%	3.77	%	to	3.97		%
AMERICAN CENTURY VP INTERNATIONAL FUND
2009	301	$	15.62	to	$	11.04	$	3,523	2.10	%	0.65	%	to	0.85	%	32.60	%	to	32.85		%
2008	361	$	11.78	to	$	8.31	$	3,198	0.85	%	0.65	%	to	0.85	%	(45.29	)%	to	(45.18	)	%
2007	463	$	21.53	to	$	15.16	$	7,478	0.70	%	0.65	%	to	0.85	%	17.07	%	to	17.34		%
2006	575	$	18.39	to	$	12.92	$	7,896	1.74	%	0.65	%	to	0.85	%	23.92	%	to	24.23		%
2005	794	$	14.84	to	$	10.40	$	8,738	0.87	%	0.65	%	to	0.85	%	12.34	%	to	12.43		%
AMERICAN CENTURY VP MID CAP VALUE FUND
2009	42	$	13.09	to	$	13.11	$	548	1.26	%	0.65	%	to	0.85	%	30.90	%	to	31.10		%
																					(Continued)

AMERICAN CENTURY VP VALUE FUND
2009	768	$	12.97	to	$	13.14	$	10,116	5.80	%	0.65	%	to	0.85	%	18.88	%	to	19.13		%
2008	835	$	10.91	to	$	11.03	$	9,249	2.43	%	0.65	%	to	0.85	%	(27.41	)%	to	(27.29	)	%
2007	922	$	15.03	to	$	15.17	$	14,043	1.50	%	0.65	%	to	0.85	%	(5.94	)%	to	(5.72	)	%
2006	820	$	15.98	to	$	16.09	$	13,163	1.23	%	0.65	%	to	0.85	%	17.67	%	to	17.88		%
2005	587	$	13.58	to	$	13.65	$	7,995	0.78	%	0.65	%	to	0.85	%	4.14	%	to	4.36		%
COLUMBIA VIT MARSICO 21ST CENTURY FUND
2009	26	$	13.30	to	$	13.32	$	344	0.00	%	0.65	%	to	0.85	%	33.00	%	to	33.20		%
COLUMBIA VIT SMALL CAP VALUE FUND
2009	31	$	12.63	to	$	12.65	$	393	0.47	%	0.65	%	to	0.85	%	26.30	%	to	26.50		%
DELAWARE VIP GROWTH OPPORTUNITIES SERIES
2009	86	$	12.05	to	$	12.16	$	1,048	0.00	%	0.65	%	to	0.85	%	44.14	%	to	44.42		%
2008	40	$	8.36	to	$	8.42	$	338	0.00	%	0.65	%	to	0.85	%	(41.04	)%	to	(40.91	)	%
2007	42	$	14.18	to	$	14.25	$	603	0.00	%	0.65	%	to	0.85	%	12.01	%	to	12.20		%
2006	31	$	12.66	to	$	12.70	$	389	0.00	%	0.65	%	to	0.85	%	5.50	%	to	5.66		%
2005	4	$	12.00	to	$	12.02	$	52	0.00	%	0.65	%	to	0.85	%	20.00	%	to	20.20		%
DELAWARE VIP SMALL CAP VALUE SERIES
2009	750	$	15.34	to	$	18.14	$	13,108	0.97	%	0.65	%	to	0.85	%	30.78	%	to	30.97		%
2008	834	$	11.73	to	$	13.85	$	11,112	0.77	%	0.65	%	to	0.85	%	(30.51	)%	to	(30.33	)	%
2007	969	$	16.88	to	$	19.88	$	18,578	0.51	%	0.65	%	to	0.85	%	(7.41	)%	to	(7.23	)	%
2006	1,133	$	18.23	to	$	21.43	$	23,449	0.24	%	0.65	%	to	0.85	%	15.23	%	to	15.40		%
2005	1,143	$	15.82	to	$	18.57	$	20,502	0.35	%	0.65	%	to	0.85	%	8.50	%	to	8.72		%
DREYFUS IP MIDCAP STOCK PORTFOLIO
2009	102	$	12.20	to	$	12.36	$	1,254	1.67	%	0.65	%	to	0.85	%	34.36	%	to	34.64		%
2008	133	$	9.08	to	$	9.18	$	1,214	0.91	%	0.65	%	to	0.85	%	(40.92	)%	to	(40.81	)	%
2007	135	$	15.37	to	$	15.51	$	2,096	0.41	%	0.65	%	to	0.85	%	0.65	%	to	0.85		%
2006	134	$	15.27	to	$	15.38	$	2,049	0.37	%	0.65	%	to	0.85	%	6.86	%	to	7.03		%
2005	142	$	14.29	to	$	14.37	$	2,038	0.03	%	0.65	%	to	0.85	%	8.26	%	to	8.53		%
DREYFUS VIF APPRECIATION PORTFOLIO
2009	197	$	11.04	to	$	11.17	$	2,192	2.37	%	0.65	%	to	0.85	%	21.45	%	to	21.81		%
2008	180	$	9.09	to	$	9.17	$	1,650	1.84	%	0.65	%	to	0.85	%	(30.13	)%	to	(30.05	)	%
2007	124	$	13.01	to	$	13.11	$	1,621	1.36	%	0.65	%	to	0.85	%	6.20	%	to	6.50		%
2006	88	$	12.25	to	$	12.31	$	1,081	0.53	%	0.65	%	to	0.85	%	15.46	%	to	15.70		%
2005	15	$	10.61	to	$	10.64	$	156	0.01	%	0.65	%	to	0.85	%	3.51	%	to	3.70		%
DREYFUS VIF DEVELOPING LEADERS PORTFOLIO
2009	73	$	9.61	to	$	8.47	$	622	1.73	%	0.65	%	to	0.85	%	24.97	%	to	25.30		%
2008	85	$	7.69	to	$	6.76	$	579	0.96	%	0.65	%	to	0.85	%	(38.13	)%	to	(37.98	)	%
2007	100	$	12.43	to	$	10.90	$	1,096	0.77	%	0.65	%	to	0.85	%	(11.78	)%	to	(11.67	)	%
2006	127	$	14.09	to	$	12.34	$	1,574	0.43	%	0.65	%	to	0.85	%	2.85	%	to	3.09		%
2005	172	$	13.70	to	$	11.97	$	2,077	0.00	%	0.65	%	to	0.85	%	4.98	%	to	5.09		%
DREYFUS VIF GROWTH & INCOME PORTFOLIO
2009	93	$	11.27	to	$	8.86	$	847	1.32	%	0.65	%	to	0.85	%	27.78	%	to	27.85		%
2008	105	$	8.82	to	$	6.93	$	750	0.65	%	0.65	%	to	0.85	%	(40.96	)%	to	(40.77	)	%
2007	121	$	14.94	to	$	11.70	$	1,455	0.74	%	0.65	%	to	0.85	%	7.56	%	to	7.73		%
2006	155	$	13.89	to	$	10.86	$	1,740	0.77	%	0.65	%	to	0.85	%	13.57	%	to	13.84		%
2005	160	$	12.23	to	$	9.54	$	1,567	1.36	%	0.65	%	to	0.85	%	2.43	%	to	2.69		%
																					(Continued)

DWS BLUE CHIP VIP PORTFOLIO
2009	345	$	10.68	to	$	10.78	$	3,728	1.90	%	0.65	%	to	0.85	%	32.84	%	to	33.09		%
2008	420	$	8.04	to	$	8.10	$	3,406	1.92	%	0.65	%	to	0.85	%	(39.00	)%	to	(38.87	)	%
2007	549	$	13.18	to	$	13.25	$	7,281	0.94	%	0.65	%	to	0.85	%	2.65	%	to	2.79		%
2006	280	$	12.84	to	$	12.89	$	3,604	0.28	%	0.65	%	to	0.85	%	14.64	%	to	14.88		%
2005	11	$	11.20	to	$	11.22	$	119	0.00	%	0.65	%	to	0.85	%	12.00	%	to	12.20		%
DWS CAPITAL GROWTH VIP PORTFOLIO
2009	511	$	12.92	to	$	9.12	$	5,051	1.24	%	0.65	%	to	0.85	%	25.80	%	to	25.97		%
2008	432	$	10.27	to	$	7.24	$	3,449	0.93	%	0.65	%	to	0.85	%	(33.53	)%	to	(33.39	)	%
2007	267	$	15.45	to	$	10.87	$	3,182	0.58	%	0.65	%	to	0.85	%	11.63	%	to	11.83		%
2006	215	$	13.84	to	$	9.72	$	2,261	0.54	%	0.65	%	to	0.85	%	7.62	%	to	7.88		%
2005	213	$	12.86	to	$	9.01	$	2,129	0.80	%	0.65	%	to	0.85	%	7.98	%	to	8.29		%
DWS DREMAN SMALL MID CAP VALUE VIP PORTFOLIO
2009	472	$	9.19	to	$	9.26	$	4,360	1.72	%	0.65	%	to	0.85	%	28.53	%	to	28.79		%
2008	411	$	7.15	to	$	7.19	$	2,951	1.56	%	0.65	%	to	0.85	%	(33.98	)%	to	(33.79	)	%
2007	294	$	10.83	to	$	10.86	$	3,190	0.80	%	0.65	%	to	0.85	%	2.27	%	to	2.36		%
2006	181	$	10.59	to	$	10.61	$	1,925	0.00	%	0.65	%	to	0.85	%	5.90	%	to	6.10		%
DWS HEALTH CARE VIP PORTFOLIO
2009	217	$	11.08	to	$	11.16	$	2,440	1.34	%	0.65	%	to	0.85	%	21.23	%	to	21.44		%
2008	278	$	9.14	to	$	9.19	$	2,548	0.28	%	0.65	%	to	0.85	%	(23.90	)%	to	(23.73	)	%
2007	228	$	12.01	to	$	12.05	$	2,747	0.00	%	0.65	%	to	0.85	%	12.24	%	to	12.51		%
2006	94	$	10.70	to	$	10.71	$	1,009	0.00	%	0.65	%	to	0.85	%	7.00	%	to	7.10		%
DWS LARGE CAP VALUE VIP PORTFOLIO
2009	535	$	10.53	to	$	10.63	$	5,666	2.08	%	0.65	%	to	0.85	%	24.32	%	to	24.47		%
2008	505	$	8.47	to	$	8.54	$	4,295	1.37	%	0.65	%	to	0.85	%	(36.98	)%	to	(36.79	)	%
2007	253	$	13.44	to	$	13.51	$	3,407	1.50	%	0.65	%	to	0.85	%	12.19	%	to	12.40		%
2006	121	$	11.98	to	$	12.02	$	1,457	1.62	%	0.65	%	to	0.85	%	14.42	%	to	14.69		%
2005	106	$	10.47	to	$	10.48	$	1,109	0.00	%	0.65	%	to	0.85	%	4.70	%	to	4.80		%
DWS SMALL CAP GROWTH VIP PORTFOLIO
2009	81	$	10.22	to	$	6.79	$	652	0.00	%	0.65	%	to	0.85	%	39.43	%	to	39.71		%
2008	95	$	7.33	to	$	4.86	$	533	0.00	%	0.65	%	to	0.85	%	(49.97	)%	to	(49.85	)	%
2007	112	$	14.65	to	$	9.69	$	1,248	0.00	%	0.65	%	to	0.85	%	5.32	%	to	5.44		%
2006	145	$	13.91	to	$	9.19	$	1,493	0.00	%	0.65	%	to	0.85	%	4.43	%	to	4.67		%
2005	228	$	13.32	to	$	8.78	$	2,160	0.00	%	0.65	%	to	0.85	%	6.14	%	to	6.30		%
DWS SMALL CAP INDEX VIP PORTFOLIO
2009	453	$	13.90	to	$	13.17	$	6,030	1.77	%	0.65	%	to	0.85	%	25.56	%	to	25.79		%
2008	535	$	11.07	to	$	10.47	$	5,679	1.60	%	0.65	%	to	0.85	%	(34.69	)%	to	(34.56	)	%
2007	492	$	16.95	to	$	16.00	$	7,965	0.84	%	0.65	%	to	0.85	%	(2.75	)%	to	(2.56	)	%
2006	441	$	17.43	to	$	16.42	$	7,299	0.66	%	0.65	%	to	0.85	%	16.51	%	to	16.79		%
2005	446	$	14.96	to	$	14.06	$	6,339	0.64	%	0.65	%	to	0.85	%	3.39	%	to	3.61		%
DWS STRATEGIC VALUE VIP PORTFOLIO
2009	221	$	8.22	to	$	8.30	$	1,833	5.31	%	0.65	%	to	0.85	%	24.17	%	to	24.44		%
2008	538	$	6.62	to	$	6.67	$	3,585	3.16	%	0.65	%	to	0.85	%	(46.44	)%	to	(46.34	)	%
2007	617	$	12.36	to	$	12.43	$	7,661	1.33	%	0.65	%	to	0.85	%	(2.68	)%	to	(2.43	)	%
2006	706	$	12.70	to	$	12.74	$	8,987	1.02	%	0.65	%	to	0.85	%	17.70	%	to	17.96		%
2005	76	$	10.79	to	$	10.80	$	822	0.00	%	0.65	%	to	0.85	%	7.90	%	to	8.00		%
																					(Continued)

FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
2009	2,194	$	12.11	to	$	13.42	$	28,953	4.98	%	0.65	%	to	0.85	%	4.31	%	to	4.52		%
2008	2,400	$	11.61	to	$	12.84	$	30,142	4.38	%	0.65	%	to	0.85	%	3.38	%	to	3.63		%
2007	1,677	$	11.23	to	$	12.39	$	20,544	4.23	%	0.65	%	to	0.85	%	5.45	%	to	5.63		%
2006	1,603	$	10.65	to	$	11.73	$	18,539	4.32	%	0.65	%	to	0.85	%	3.20	%	to	3.44		%
2005	1,612	$	10.32	to	$	11.34	$	18,030	3.71	%	0.65	%	to	0.85	%	1.18	%	to	1.34		%
FEDERATED INTERNATIONAL EQUITY FUND II
2009	61	$	14.11	to	$	9.45	$	643	3.28	%	0.65	%	to	0.85	%	39.98	%	to	40.42		%
2008	88	$	10.08	to	$	6.73	$	653	0.64	%	0.65	%	to	0.85	%	(46.15	)%	to	(46.12	)	%
2007	123	$	18.72	to	$	12.49	$	1,703	0.19	%	0.65	%	to	0.85	%	8.58	%	to	8.89		%
2006	178	$	17.24	to	$	11.47	$	2,203	0.23	%	0.65	%	to	0.85	%	17.92	%	to	18.13		%
2005	215	$	14.62	to	$	9.71	$	2,252	0.00	%	0.65	%	to	0.85	%	8.14	%	to	8.37		%
FRANKLIN SMALL CAP VALUE SECURITIES FUND
2009	181	$	8.39	to	$	8.45	$	1,530	1.77	%	0.65	%	to	0.85	%	28.09	%	to	28.42		%
2008	91	$	6.55	to	$	6.58	$	598	1.13	%	0.65	%	to	0.85	%	(33.57	)%	to	(33.47	)	%
2007	62	$	9.86	to	$	9.89	$	612	0.64	%	0.65	%	to	0.85	%	(3.24	)%	to	(3.04	)	%
2006	28	$	10.19	to	$	10.20	$	285	0.23	%	0.65	%	to	0.85	%	1.90	%	to	2.00		%
JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
2009	472	$	15.17	to	$	15.37	$	7,224	2.99	%	0.65	%	to	0.85	%	24.86	%	to	25.06		%
2008	536	$	12.15	to	$	12.29	$	6,568	2.57	%	0.65	%	to	0.85	%	(16.55	)%	to	(16.39	)	%
2007	730	$	14.56	to	$	14.70	$	10,701	2.57	%	0.65	%	to	0.85	%	9.56	%	to	9.87		%
2006	683	$	13.29	to	$	13.38	$	9,120	2.55	%	0.65	%	to	0.85	%	9.74	%	to	9.94		%
2005	281	$	12.11	to	$	12.17	$	3,415	2.58	%	0.65	%	to	0.85	%	7.07	%	to	7.32		%
JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES
2009	1,762	$	10.80	to	$	10.86	$	19,106	2.89	%	0.65	%	to	0.85	%	24.57	%	to	24.83		%
2008	1,357	$	8.67	to	$	8.70	$	11,798	2.81	%	0.65	%	to	0.85	%	(16.79	)%	to	(16.59	)	%
2007	628	$	10.42	to	$	10.43	$	6,549	2.62	%	0.65	%	to	0.85	%	4.20	%	to	4.30		%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
2009	832	$	13.31	to	$	16.49	$	13,496	4.35	%	0.65	%	to	0.85	%	12.32	%	to	12.48		%
2008	1,007	$	11.85	to	$	14.66	$	14,482	4.20	%	0.65	%	to	0.85	%	5.15	%	to	5.32		%
2007	1,372	$	11.27	to	$	13.92	$	18,229	4.72	%	0.65	%	to	0.85	%	6.12	%	to	6.34		%
2006	1,519	$	10.62	to	$	13.09	$	19,011	4.91	%	0.65	%	to	0.85	%	3.31	%	to	3.56		%
2005	1,498	$	10.28	to	$	12.64	$	18,365	5.50	%	0.65	%	to	0.85	%	1.18	%	to	1.29		%
JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
2009	1,800	$	12.23	to	$	12.30	$	22,205	4.33	%	0.65	%	to	0.85	%	12.00	%	to	12.23		%
2008	1,071	$	10.92	to	$	10.96	$	11,781	4.37	%	0.65	%	to	0.85	%	4.80	%	to	5.08		%
2007	589	$	10.42	to	$	10.43	$	6,193	4.64	%	0.65	%	to	0.85	%	4.20	%	to	4.30		%
JANUS ASPEN GROWTH & INCOME PORTFOLIO INSTITUTIONAL SHARES
2009	710	$	12.85	to	$	8.08	$	6,916	0.79	%	0.65	%	to	0.85	%	38.02	%	to	38.36		%
2008	905	$	9.31	to	$	5.84	$	6,380	0.94	%	0.65	%	to	0.85	%	(41.67	)%	to	(41.54	)	%
2007	1,315	$	15.96	to	$	9.99	$	15,434	1.96	%	0.65	%	to	0.85	%	7.84	%	to	8.12		%
2006	1,529	$	14.80	to	$	9.24	$	16,027	1.84	%	0.65	%	to	0.85	%	7.17	%	to	7.32		%
2005	889	$	13.81	to	$	8.61	$	8,228	0.76	%	0.65	%	to	0.85	%	11.37	%	to	11.53		%
JANUS ASPEN GROWTH & INCOME PORTFOLIO SERVICE SHARES
2009	752	$	8.18	to	$	8.23	$	6,180	0.68	%	0.65	%	to	0.85	%	37.48	%	to	37.86		%
2008	713	$	5.95	to	$	5.97	$	4,251	0.94	%	0.65	%	to	0.85	%	(41.72	)%	to	(41.64	)	%
2007	470	$	10.21	to	$	10.23	$	4,808	1.75	%	0.65	%	to	0.85	%	2.10	%	to	2.30		%
																					(Continued)

JANUS ASPEN WORLDWIDE PORTFOLIO
2009	86	$	11.90	to	$	8.13	$	791	1.42	%	0.65	%	to	0.85	%	36.47	%	to	36.87		%
2008	91	$	8.72	to	$	5.94	$	613	1.19	%	0.65	%	to	0.85	%	(45.12	)%	to	(45.05	)	%
2007	103	$	15.89	to	$	10.81	$	1,249	0.72	%	0.65	%	to	0.85	%	8.76	%	to	8.86		%
2006	152	$	14.61	to	$	9.93	$	1,650	1.72	%	0.65	%	to	0.85	%	17.16	%	to	17.51		%
2005	181	$	12.47	to	$	8.45	$	1,649	1.34	%	0.65	%	to	0.85	%	4.97	%	to	5.10		%
JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO
2009	70	$	13.84	to	$	11.78	$	847	0.79	%	0.65	%	to	0.85	%	21.51	%	to	21.82		%
2008	83	$	11.39	to	$	9.67	$	822	0.19	%	0.65	%	to	0.85	%	(32.56	)%	to	(32.47	)	%
2007	124	$	16.89	to	$	14.32	$	1,823	0.01	%	0.65	%	to	0.85	%	(6.43	)%	to	(6.28	)	%
2006	171	$	18.05	to	$	15.28	$	2,655	0.00	%	0.65	%	to	0.85	%	14.02	%	to	14.29		%
2005	182	$	15.83	to	$	13.37	$	2,468	0.00	%	0.65	%	to	0.85	%	2.53	%	to	2.77		%
LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES PORTFOLIO
2009	192	$	14.64	to	$	14.66	$	2,814	5.33	%	0.65	%	to	0.85	%	46.40	%	to	46.60		%
LVIP BARON GROWTH OPPORTUNITIES FUND
2009	561	$	14.50	to	$	14.69	$	8,219	0.00	%	0.65	%	to	0.85	%	37.18	%	to	37.42		%
2008	575	$	10.57	to	$	10.69	$	6,136	0.00	%	0.65	%	to	0.85	%	(39.63	)%	to	(39.50	)	%
2007	642	$	17.51	to	$	17.67	$	11,306	0.00	%	0.65	%	to	0.85	%	2.52	%	to	2.73		%
2006	558	$	17.08	to	$	17.20	$	9,573	0.00	%	0.65	%	to	0.85	%	14.55	%	to	14.74		%
2005	535	$	14.91	to	$	14.99	$	8,004	0.00	%	0.65	%	to	0.85	%	2.47	%	to	2.74		%
MFS INTERNATIONAL VALUE FUND
2009	96	$	13.11	to	$	13.12	$	1,256	0.00	%	0.65	%	to	0.85	%	31.10	%	to	31.20		%
MFS UTILITIES PORTFOLIO
2009	154	$	8.32	to	$	8.35	$	1,284	3.64	%	0.65	%	to	0.85	%	(16.80	)%	to	(16.50	)	%
2008	54	$	6.31	to	$	6.32	$	341	0.00	%	0.65	%	to	0.85	%	(36.90	)%	to	(36.80	)	%
NEUBERGER BERMAN AMT REGENCY PORTFOLIO
2009	31	$	8.10	to	$	8.16	$	256	0.66	%	0.65	%	to	0.85	%	44.90	%	to	45.20		%
2008	76	$	5.59	to	$	5.62	$	425	1.15	%	0.65	%	to	0.85	%	(46.40	)%	to	(46.32	)	%
2007	64	$	10.43	to	$	10.47	$	667	0.40	%	0.65	%	to	0.85	%	2.15	%	to	2.45		%
2006	42	$	10.21	to	$	10.22	$	429	0.43	%	0.65	%	to	0.85	%	2.10	%	to	2.20		%
NVIT MID CAP INDEX FUND
2009	430	$	14.89	to	$	15.08	$	6,466	0.73	%	0.65	%	to	0.85	%	35.36	%	to	35.61		%
2008	503	$	11.00	to	$	11.12	$	5,583	1.10	%	0.65	%	to	0.85	%	(37.14	)%	to	(37.03	)	%
2007	512	$	17.50	to	$	17.66	$	9,034	1.21	%	0.65	%	to	0.85	%	6.45	%	to	6.71		%
2006	467	$	16.44	to	$	16.55	$	7,713	0.98	%	0.65	%	to	0.85	%	8.80	%	to	9.03		%
2005	454	$	15.11	to	$	15.18	$	6,883	0.92	%	0.65	%	to	0.85	%	10.94	%	to	11.13		%
OPPENHEIMER GLOBAL SECURITIES FUND/VA
2009	1,162	$	17.04	to	$	14.28	$	17,317	2.21	%	0.65	%	to	0.85	%	38.65	%	to	38.91		%
2008	1,297	$	12.29	to	$	10.28	$	13,981	1.60	%	0.65	%	to	0.85	%	(40.71	)%	to	(40.58	)	%
2007	1,589	$	20.73	to	$	17.30	$	28,844	1.26	%	0.65	%	to	0.85	%	5.44	%	to	5.62		%
2006	1,499	$	19.66	to	$	16.38	$	25,484	0.99	%	0.65	%	to	0.85	%	16.68	%	to	16.92		%
2005	1,421	$	16.85	to	$	14.01	$	20,589	0.90	%	0.65	%	to	0.85	%	13.32	%	to	13.53		%
OPPENHEIMER INTERNATIONAL GROWTH FUND/VA
2009	669	$	13.40	to	$	13.53	$	9,053	1.38	%	0.65	%	to	0.85	%	38.00	%	to	38.34		%
2008	618	$	9.71	to	$	9.78	$	6,033	1.14	%	0.65	%	to	0.85	%	(43.12	)%	to	(43.01	)	%
2007	820	$	17.07	to	$	17.16	$	14,056	0.80	%	0.65	%	to	0.85	%	11.64	%	to	11.86		%
2006	542	$	15.29	to	$	15.34	$	8,313	0.40	%	0.65	%	to	0.85	%	29.69	%	to	30.00		%
2005	171	$	11.79	to	$	11.80	$	2,013	0.00	%	0.65	%	to	0.85	%	17.90	%	to	18.00		%
																					(Continued)

PIMCO VIT HIGH YIELD PORTFOLIO
2009	1,273	$	13.93	to	$	17.61	$	21,027	8.70	%	0.65	%	to	0.85	%	39.02	%	to	39.32		%
2008	1,171	$	10.02	to	$	12.64	$	13,817	7.84	%	0.65	%	to	0.85	%	(24.09	)%	to	(23.99	)	%
2007	1,301	$	13.20	to	$	16.63	$	20,373	7.00	%	0.65	%	to	0.85	%	2.64	%	to	2.91		%
2006	1,062	$	12.86	to	$	16.16	$	16,161	6.82	%	0.65	%	to	0.85	%	8.16	%	to	8.31		%
2005	813	$	11.89	to	$	14.92	$	11,406	6.55	%	0.65	%	to	0.85	%	3.21	%	to	3.47		%
PIMCO VIT LOW DURATION PORTFOLIO
2009	3,675	$	12.21	to	$	12.37	$	45,562	3.49	%	0.65	%	to	0.85	%	12.33	%	to	12.56		%
2008	2,968	$	10.87	to	$	10.99	$	32,729	4.08	%	0.65	%	to	0.85	%	(1.18	)%	to	(1.08	)	%
2007	2,813	$	11.00	to	$	11.11	$	31,297	4.76	%	0.65	%	to	0.85	%	6.38	%	to	6.72		%
2006	2,548	$	10.34	to	$	10.41	$	26,461	4.19	%	0.65	%	to	0.85	%	3.09	%	to	3.27		%
2005	2,216	$	10.03	to	$	10.08	$	22,296	2.85	%	0.65	%	to	0.85	%	0.20	%	to	0.40		%
PIMCO VIT TOTAL RETURN PORTFOLIO
2009	7,130	$	13.13	to	$	13.25	$	94,556	5.20	%	0.65	%	to	0.85	%	13.09	%	to	13.34		%
2008	6,123	$	11.61	to	$	11.69	$	71,611	4.46	%	0.65	%	to	0.85	%	3.94	%	to	4.10		%
2007	4,609	$	11.17	to	$	11.23	$	51,766	4.82	%	0.65	%	to	0.85	%	7.82	%	to	8.08		%
2006	3,350	$	10.36	to	$	10.39	$	34,792	4.47	%	0.65	%	to	0.85	%	2.98	%	to	3.08		%
2005	529	$	10.06	to	$	10.08	$	5,327	2.63	%	0.65	%	to	0.85	%	0.60	%	to	0.80		%
PIONEER EMERGING MARKETS VCT PORTFOLIO
2009	564	$	7.63	to	$	7.65	$	4,313	0.87	%	0.65	%	to	0.85	%	72.62	%	to	72.69		%
2008	155	$	4.42	to	$	4.43	$	684	0.01	%	0.65	%	to	0.85	%	(55.80	)%	to	(55.70	)	%
PIONEER FUND VCT PORTFOLIO
2009	191	$	12.11	to	$	9.55	$	1,882	1.74	%	0.65	%	to	0.85	%	24.21	%	to	24.35		%
2008	266	$	9.75	to	$	7.68	$	2,101	1.94	%	0.65	%	to	0.85	%	(34.83	)%	to	(34.69	)	%
2007	197	$	14.96	to	$	11.76	$	2,473	1.29	%	0.65	%	to	0.85	%	4.11	%	to	4.35		%
2006	125	$	14.37	to	$	11.27	$	1,488	1.43	%	0.65	%	to	0.85	%	15.61	%	to	15.83		%
2005	94	$	12.43	to	$	9.73	$	949	1.39	%	0.65	%	to	0.85	%	5.25	%	to	5.53		%
PIONEER GROWTH OPPORTUNITIES VCT PORTFOLIO
2009	95	$	8.51	to	$	8.57	$	812	0.00	%	0.65	%	to	0.85	%	43.51	%	to	43.55		%
2008	39	$	5.93	to	$	5.97	$	235	0.00	%	0.65	%	to	0.85	%	(36.10	)%	to	(35.88	)	%
2007	36	$	9.28	to	$	9.31	$	331	0.00	%	0.65	%	to	0.85	%	(4.62	)%	to	(4.51	)	%
2006	32	$	9.73	to	$	9.75	$	308	0.00	%	0.65	%	to	0.85	%	(2.70	)%	to	(2.50	)	%
PIONEER MID CAP VALUE VCT PORTFOLIO
2009	166	$	9.05	to	$	9.12	$	1,530	1.24	%	0.65	%	to	0.85	%	24.14	%	to	24.42		%
2008	129	$	7.29	to	$	7.33	$	947	0.97	%	0.65	%	to	0.85	%	(34.32	)%	to	(34.20	)	%
2007	113	$	11.10	to	$	11.14	$	1,253	0.78	%	0.65	%	to	0.85	%	4.42	%	to	4.70		%
2006	17	$	10.63	to	$	10.64	$	176	0.00	%	0.65	%	to	0.85	%	6.30	%	to	6.40		%
PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
2009	1	$	13.19	to	$	13.21	$	19	0.00	%	0.65	%	to	0.85	%	31.90	%	to	32.10		%
PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO
2009	86	$	14.37	to	$	14.39	$	1,239	0.07	%	0.65	%	to	0.85	%	43.70	%	to	43.90		%
ROYCE CAPITAL FUND SMALL-CAP PORTFOLIO
2009	83	$	13.10	to	$	13.11	$	1,085	0.00	%	0.65	%	to	0.85	%	31.00	%	to	31.10		%
SCHWAB MARKETTRACK GROWTH PORTFOLIO II
2009	1,355	$	13.13	to	$	11.78	$	16,502	2.98	%	0.65	%	to	0.85	%	22.94	%	to	23.22		%
2008	1,389	$	10.68	to	$	9.56	$	13,703	2.54	%	0.65	%	to	0.85	%	(31.93	)%	to	(31.81	)	%
2007	1,461	$	15.69	to	$	14.02	$	21,017	2.61	%	0.65	%	to	0.85	%	4.74	%	to	5.02		%
2006	1,284	$	14.98	to	$	13.35	$	17,781	1.61	%	0.65	%	to	0.85	%	14.00	%	to	14.20		%
2005	907	$	13.14	to	$	11.69	$	11,011	1.40	%	0.65	%	to	0.85	%	4.87	%	to	5.13		%
																					(Continued)

SCHWAB MONEY MARKET PORTFOLIO
2009	7,958	$	11.02	to	$	11.42	$	90,474	0.12	%	0.65	%	to	0.85	%	(0.72	)%	to	(0.52	)	%
2008	13,814	$	11.10	to	$	11.48	$	158,169	2.04	%	0.65	%	to	0.85	%	1.19	%	to	1.41		%
2007	10,419	$	10.97	to	$	11.32	$	117,373	4.59	%	0.65	%	to	0.85	%	3.88	%	to	4.04		%
2006	6,805	$	10.56	to	$	10.88	$	73,495	4.56	%	0.65	%	to	0.85	%	3.73	%	to	3.92		%
2005	5,245	$	10.18	to	$	10.47	$	54,534	2.74	%	0.65	%	to	0.85	%	1.90	%	to	2.15		%
SCHWAB S&P 500 INDEX PORTFOLIO
2009	5,908	$	12.10	to	$	9.83	$	61,045	2.80	%	0.65	%	to	0.85	%	25.13	%	to	25.38		%
2008	5,794	$	9.67	to	$	7.84	$	47,658	2.20	%	0.65	%	to	0.85	%	(37.13	)%	to	(36.98	)	%
2007	5,398	$	15.38	to	$	12.44	$	70,526	1.57	%	0.65	%	to	0.85	%	4.48	%	to	4.63		%
2006	4,932	$	14.72	to	$	11.89	$	61,351	1.73	%	0.65	%	to	0.85	%	14.64	%	to	14.88		%
2005	4,530	$	12.84	to	$	10.35	$	49,312	1.79	%	0.65	%	to	0.85	%	3.80	%	to	4.02		%
SELIGMAN COMMUNICATIONS & INFORMATION PORTFOLIO
2009	256	$	12.07	to	$	12.16	$	3,102	0.00	%	0.65	%	to	0.85	%	57.98	%	to	58.33		%
2008	113	$	7.64	to	$	7.68	$	868	0.00	%	0.65	%	to	0.85	%	(36.91	)%	to	(36.79	)	%
2007	148	$	12.11	to	$	12.15	$	1,799	0.00	%	0.65	%	to	0.85	%	14.14	%	to	14.41		%
2006	72	$	10.61	to	$	10.62	$	767	0.00	%	0.65	%	to	0.85	%	6.10	%	to	6.20		%
SENTINEL VARIABLE PRODUCTS BOND FUND
2009	70	$	10.58	to	$	10.59	$	746	9.85	%	0.65	%	to	0.85	%	5.80	%	to	5.90		%
SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND
2009	43	$	12.62	to	$	12.64	$	537	1.78	%	0.65	%	to	0.85	%	26.20	%	to	26.40		%
SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
2009	12	$	12.62	to	$	12.63	$	155	0.83	%	0.65	%	to	0.85	%	26.20	%	to	26.30		%
THIRD AVENUE VALUE PORTFOLIO
2009	958	$	7.84	to	$	7.89	$	7,557	0.00	%	0.65	%	to	0.85	%	44.12	%	to	44.24		%
2008	1,245	$	5.44	to	$	5.47	$	6,798	0.90	%	0.65	%	to	0.85	%	(44.09	)%	to	(44.01	)	%
2007	1,109	$	9.73	to	$	9.77	$	10,827	2.41	%	0.65	%	to	0.85	%	(5.63	)%	to	(5.42	)	%
2006	621	$	10.31	to	$	10.33	$	6,411	1.11	%	0.65	%	to	0.85	%	3.10	%	to	3.30		%
TOUCHSTONE MID CAP GROWTH FUND
2009	52	$	13.13	to	$	13.14	$	679	0.69	%	0.65	%	to	0.85	%	31.30	%	to	31.40		%
VAN ECK INSURANCE TRUST WORLDWIDE HARD ASSETS FUND
2009	145	$	13.50	to	$	13.51	$	1,962	0.00	%	0.65	%	to	0.85	%	35.00	%	to	35.10		%
VAN ECK INSURANCE TRUST WORLDWIDE BOND FUND
2009	218	$	10.89	to	$	10.90	$	2,463	0.00	%	0.65	%	to	0.85	%	8.90	%	to	9.00		%
VAN KAMPEN LIT COMSTOCK
2009	162	$	9.68	to	$	9.77	$	1,577	4.79	%	0.65	%	to	0.85	%	27.70	%	to	28.05		%
2008	165	$	7.58	to	$	7.63	$	1,258	2.39	%	0.65	%	to	0.85	%	(36.20	)%	to	(36.15	)	%
2007	160	$	11.88	to	$	11.95	$	1,903	1.96	%	0.65	%	to	0.85	%	(2.86	)%	to	(2.61	)	%
2006	148	$	12.23	to	$	12.27	$	1,814	0.95	%	0.65	%	to	0.85	%	15.27	%	to	15.54		%
2005	36	$	10.61	to	$	10.62	$	380	0.00	%	0.65	%	to	0.85	%	6.10	%	to	6.20		%
VAN KAMPEN LIT GROWTH & INCOME
2009	790	$	10.75	to	$	10.85	$	8,544	4.11	%	0.65	%	to	0.85	%	23.28	%	to	23.58		%
2008	699	$	8.72	to	$	8.78	$	6,126	2.08	%	0.65	%	to	0.85	%	(32.61	)%	to	(32.51	)	%
2007	521	$	12.94	to	$	13.01	$	6,765	1.32	%	0.65	%	to	0.85	%	1.97	%	to	2.12		%
2006	385	$	12.69	to	$	12.74	$	4,894	0.51	%	0.65	%	to	0.85	%	15.26	%	to	15.50		%
2005	86	$	11.01	to	$	11.03	$	948	0.00	%	0.65	%	to	0.85	%	10.10	%	to	10.30		%
																					(Continued)

WELLS FARGO ADVANTAGE VT DISCOVERY FUND
2009	326	$	14.86	to	$	9.14	$	3,207	0.00	%	0.65	%	to	0.85	%	39.14	%	to	39.33		%
2008	394	$	10.68	to	$	6.56	$	2,780	0.00	%	0.65	%	to	0.85	%	(44.83	)%	to	(44.69	)	%
2007	431	$	19.36	to	$	11.86	$	5,492	0.00	%	0.65	%	to	0.85	%	21.30	%	to	21.52		%
2006	334	$	15.96	to	$	9.76	$	3,445	0.00	%	0.65	%	to	0.85	%	13.76	%	to	13.89		%
2005	293	$	14.03	to	$	8.57	$	2,610	2.18	%	0.65	%	to	0.85	%	8.59	%	to	8.89		%
WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND
2009	296	$	14.92	to	$	12.22	$	3,875	0.00	%	0.65	%	to	0.85	%	46.42	%	to	46.88		%
2008	278	$	10.19	to	$	8.32	$	2,568	1.95	%	0.65	%	to	0.85	%	(40.58	)%	to	(40.53	)	%
2007	281	$	17.15	to	$	13.99	$	4,270	0.62	%	0.65	%	to	0.85	%	5.73	%	to	5.98		%
2006	279	$	16.22	to	$	13.20	$	3,939	0.00	%	0.65	%	to	0.85	%	11.25	%	to	11.49		%
2005	318	$	14.58	to	$	11.84	$	4,080	0.64	%	0.65	%	to	0.85	%	6.97	%	to	7.16		%
																					(Concluded)