485BPOS 1 0001.txt FFSA As filed with the Securities and Exchange Commission on October 30, 2000 Registration No. 2-89550 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO. ( ) POST-EFFECTIVE AMENDMENT NO. 30 (X) and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 24 (X) (Check appropriate box or boxes) FUTUREFUNDS SERIES ACCOUNT (Exact name of Registrant) GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Name of Depositor) 8515 East Orchard Road Englewood, Colorado 80111 (Address of Depositor's Principal Executive Officers) (Zip Code) Depositor's Telephone Number, including Area Code: (800) 537-2033 William T. McCallum President and Chief Executive Officer Great-West Life & Annuity Insurance Company 8515 East Orchard Road Englewood, Colorado 80111 (Name and Address of Agent for Service) Copy to: James F. Jorden, Esq. Jorden Burt Boros Cicchetti Berenson & Johnson, LLP 1025 Thomas Jefferson Street, N.W., Suite 400 East Washington, D.C. 20007-0805 It is proposed that this filing will become effective (check appropriate space) Immediately upon filing pursuant to paragraph (b) of Rule 485. X On November 1, 2000 , pursuant to paragraph (b) of Rule 485. 60 days after filing pursuant to paragraph (a) of Rule 485. On , pursuant to paragraph (a)(i) of Rule 485. 75 days after filing pursuant to paragraph (a)(ii) of Rule 485. On , pursuant to paragraph (a)(ii) of Rule 485. If appropriate, check the following: This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Title of securities being registered: flexible premium deferred variable annuity contracts EXPLANATORY NOTE This amendment to the registration statement on Form N-4 (the "Registration Statement") is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended. This amendment is being filed for the sole purpose of filing a supplement the May 1, 2000 FutureFunds Series Account prospectus and to update certain exhibits in Part C. This amendment does not delete, amend or supersede any information contained in the Registration Statement. FutureFunds Series Account of Great-West Life & Annuity Insurance Company Supplement dated November 1, 2000 to the Prospectus for FutureFunds Series Account dated May 1, 2000 Effective November 1, 2000, three new Investment Divisions are being added as new investment options under the Group Contract. o Franklin Small Cap Growth Fund I o Janus Fund o American Century Income & Growth Fund As a result, please note the following changes to your prospectus and retain this supplement for future reference. You may obtain a prospectus for each new Eligible Fund by calling Great-West at 800-468-8661, or by writing to Great-West at D970-Savings Communications, P.O. Box 1700 Denver, Colorado 80201-9925. You should read an Eligible Fund's prospectus carefully before making a decision to invest in the corresponding Investment Division. On Page 1 of the prospectus under the heading "Allocating your money," please add the following: You may allocate your Contributions among 41 Investment Divisions of the FutureFunds Series Account (the "Series Account"). Each Investment Division invests all its assets in one of 41 corresponding mutual funds ("Eligible Funds"). The three new Eligible Funds are offered by one of the following fund families: o American Century Funds (Investor Class) o Franklin Strategic Series Fund o Janus Funds The investment gain on the Group Contract is not included in income if the Group Contract is held under a 401(a), 401(k) or 403(b) Plan. If an employer maintaining a 457(b) or (f) or 415(m) Plan is either a state or local government or a tax-exempt organization, the employer may not be subject to tax on the gain in the Group Contract. If a Group Contract is held by a taxable employer (e.g., a sole proprietorship, partnership or corporation) under a non-qualified deferred compensation plan, the investment gain in the Group Contract is included in the entity's income each year and these Investment Divisions are not available for non-qualified Plans sponsored by a taxable employer. If a taxable employer intends to hold this Group Contract, that entity may wish to discuss these matters with a competent tax adviser. On Page 6 under the heading "Eligible Fund Annual Expenses," please add the following: Total Eligible Fund Management Other Eligible Fund Fees Expenses Expenses American Century Income & Growth Fund1 0.68% 0.00% 0.68% Franklin Small Cap Growth Fund I 0.45% 0.40% 0.85% Janus Fund2 0.65% 0.20% 0.85%
1 For the American Century Income & Growth Fund, "Management Fees" are based on expenses during the fund's most recent fiscal year. The fund has a stepped fee schedule. As a result, the fund's management fee rate generally decreases as fund assets increase. Other Expenses, which include the fees and expenses of the fund's independent directors and their legal counsel as well as interest, were less than 0.005% for the most recent fiscal year. 2 For the Janus Fund, "Management Fees" have been restated to reflect a new fee schedule effective January 31, 2000. On Page 7 under the heading "Examples," please add the following: If you make a total withdrawal at the end of the applicable time period, you would pay the following fees and expenses on a $1,000 investment, assuming a 5% annual return on assets and an assessment of the maximum mortality and expense risk charges that are assessed as a daily deduction from the Investment Divisions and Contingent Deferred Sales Charge under any Group Contract: Investment Division 1 Year 3 Year 5 Year 10 Year American Century Income & Growth Fund $20.17 $65.44 $117.97 $287.21 Franklin Small-Cap Growth Fund I $21.92 $71.00 $127.78 $309.83 Janus Fund $21.92 $71.00 $127.78 $309.83
On Page 8 under the heading "Examples," please add the following: If you continue your interest under the Group Contract, or if you elect to take annuity payments, at the end of the applicable time period, you would pay the following fees and expenses on a $1,000 investment, assuming a 5% annual return on assets and an assessment of the maximum mortality and expense risk charges that are assessed as a daily deduction from the Investment Divisions: Investment Division 1 Year 3 Year 5 Year 10 Year American Century Income & Growth Fund $80.17 $125.44 $177.97 $347.21 Franklin Small-Cap Growth Fund I $81.92 $131.00 $187.78 $369.83 Janus Fund $81.92 $131.00 $187.78 $309.83
On Page 9 immediately before the heading "Investments of the Series Accounts," please revise the first sentence of the paragraph to read: The Series Account currently has forty-one Investment Divisions available for allocation of Contributions. On Page 9 please revise the third paragraph under "The Eligible Funds" to read: The three new Eligible Funds are publicly offered mutual funds. Some of the other Eligible Funds have been established by investment advisers who manage publicly offered mutual funds having similar names and investment objectives. While those Eligible Funds may be similar to, and may in fact be modeled after publicly offered mutual funds, you should understand that those Eligible Funds are not otherwise directly related to any publicly offered mutual funds. Consequently, the investment performance of the publicly offered mutual funds and any corresponding Eligible Funds may differ substantially. On Page 11 immediately before the heading "Eligible Fund Investment Advisers," please add the following: American Century Funds (Investor Class) American Century Income & Growth Fund seeks to provide long-term capital growth. Income is a secondary objective. The fund seeks to meet these objectives by investing in common stocks primarily from the largest 1,500 publicly traded U.S. companies (measured by the value of their stock). This is determined by using a computer model that combines measures of a stock's value, as well as measures of its growth potential. To measure value, the fund managers use ratios of stock price-to-book value and stock price-to-cash flow, among others. To measure growth, the fund managers use, among others, the rate of growth of a company's earnings and changes in its earnings estimates. The fund managers' goal is to create a fund that provides better returns than the Standard & Poor's 500 Index, without taking on significant additional risk. The fund managers do not attempt to time the market. Instead, under normal market conditions, they intend to keep the fund essentially fully invested in stocks regardless of the movement of stock prices generally. Franklin Strategic Series Funds Franklin Small-Cap Growth Fund I seeks long-term capital growth. Under normal market conditions, this fund seeks to meet this objective by investing at least 65% of its total assets in equity securities of U.S. small capitalization (small cap) companies. For this fund, small cap companies are those companies with market cap values not exceeding (i) $1.5 billion, or (ii) the highest market cap value in the Russell 2000 Index, whichever is greater, at the time of purchase. The Index consists of 2,000 small companies that have publicly traded securities. Market capitalization is defined as share price multiplied by the number of common stock shares outstanding. The fund generally expects that its portfolio median market cap will significantly exceed the Index's median market cap. The fund manager may continue to hold an investment for further capital growth opportunities even if the company is no longer small cap. In selecting growth companies, the fund may invest substantially in technology sectors such as electronics, computer software and hardware, telecommunications, internet-related services, and health-care technology. Janus Funds Janus Fund seeks long-term growth of capital in a manner consistent with the preservation of capital. Under normal market conditions, it seeks to meet this objective by investing primarily in common stocks selected for their growth potential. The fund normally concentrates its investments in larger, more established companies. The fund may invest without limit in foreign equity and debt securities and less than 35% of its net assets in high-yield/high-risk bonds ("junk bonds"). The fund manager applies a "bottom up" approach in choosing investments. In other words, the fund manager looks for companies with earnings growth potential one at a time. On Page 11 under the heading "Eligible Fund Investment Advisers," please insert the following: The American Century Income & Growth Fund is advised by American Century Investment Management, Inc., 4500 Main Street, Kansas City, Missouri 64111. The Franklin Small Cap Growth Fund I is advised by Franklin Advisors, Inc., 777 Mariners Island Blvd., San Mateo, California 94404. Janus Fund is advised by Janus Capital Corporation, 100 Fillmore Street, Suite 300, Denver, Colorado 80206. On Page 29 under the heading "Average Annual Total Returns," please add the table on the attached page 4. On Page 30, please add the following to the table which sets forth the inception date of each Investment Division and the inception date of the corresponding eligible fund. INVESTMENT DIVISION Eligible Fund Inception Date Investment Division Inception In Series Account American Century Income & Growth Fund December 17, 1990 November 1, 2000 Franklin Small Cap Growth Fund I February 14, 1992 November 1, 2000 Janus Fund February 5, 1970 November 1, 2000
Before CDSC After CDSC Before CDSC Before After Before After 10 Years or if 10 Years or 10 Years or if Investment Division CDSC CDSC CDSC CDSC Less, Life of if Less, Life Less, Life of 1 Year 1 Year 5 Years 5 Years Investment of Investment Underlying Fund Division Division Portfolio American Century Income & Growth Fund 16.50 10.48 26.43 25.94 N/A N/A 19.92 Franklin Small Cap Growth Fund I 83.43 77.41 29.56 29.12 N/A N/A 23.28 Janus Fund 45.30 39.29 29.47 29.03 18.99 18.98 18.99 After CDSC 10 Years or if Less, Life of Underlying Fund Portfolio American Century Income & Growth Fund 19.91 Franklin Small Cap Growth Fund I 23.27 Janus Fund 18.98
PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements The consolidated financial statements of GWL&A as of December 31, 1999 and 1998 and each of the three years in the period ended December 31, 1999, as well as the financial statements of the Series Account for the years ended December 31, 1999 and 1998, are included in Part B, filed on April 27, 2000. (b) Exhibits Item (1) Copy of resolution of the Board of Directors is attached hereto as Exhibit 1. Item (2) is not applicable Item (3) Copy of Underwriting Agreement is incorporated by reference to registrant's Post Effective Amendment No. 23 to Form N-4 registration statement filed on May 1, 1997. Items (4) Form of each Variable Contract and (5) Form of Application are attached hereto as Exhibits 4 and 5, respectively. Item (6) Copies of Articles of Incorporation and Bylaws of Depositor are incorporated by reference to Amendment No. 2 to the Registration Statement filed by Depositor on Form N-4 on October 29, 1996, Registration No. 333-01153. Item (7) is not applicable. Item (8) Copy of Agreement between Registrant and Maxim Series Fund; Form of Fund Participation Agreement for Unaffiliated Insurance Products Funds; and, Form of Fund Participation Agreement for Retail Funds are attached hereto as Exhibit 8. Item (9) Opinion of Counsel is incorporated by reference to registrant's Post-Effective Amendment No. 7 to Form N-4 registration statement filed on April 30, 1987. Item (10)(a) Written Consent of Jorden Burt Boros Cicchetti Berenson & Johnson, LLP is incorporated by reference to registrant's Post Effective Amendment No. 28 to Form N-4 registration statement filed April 27, 2000. (b) Written Consent of Deloitte & Touche LLP is incorporated by reference to registrant's Post Effective Amendment No. 28 to Form N-4 registration statement filed April 27, 2000. Item (11) Not Applicable. Item (12) Not Applicable. Item (13) Computation of Performance is incorporated by reference to registrant's Post Effective Amendment No. 23 to Form N-4 registration statement filed on May 1 1997. Item (14) Powers of Attorney are attached hereto as Exhibit 14. Item 25. Directors and Officers of the Depositor Positions and Offices Name Principal Business Address with Depositor James Balog 2205 North Southwinds Boulevard Director Vero Beach, Florida 39263 James W. Burns, O.C. (4) Director Orest T. Dackow (3) Director Andre Desmarais (4) Director Paul Desmarais, Jr. (4) Director Robert G. Graham 574 Spoonbill Drive Director Sarasota, FL 34236 Robert Gratton (5) Chairman Kevin P. Kavanagh (1) Director William Mackness 61 Waterloo Street Director Winnipeg, Manitoba R3N 0S3 William T. McCallum (3) Director, President and Chief Executive Officer Jerry E.A. Nickerson H.B. Nickerson & Sons Limited Director P.O. Box 130 275 Commercial Street North Sydney, Nova Scotia B2A 3M2 P. Michael Pitfield, P.C., Q.C. (4) Director Michel Plessis-Belair, F.C.A. (4) Director Brian E. Walsh Trinity L.P. Director 115 Putnam Ave. Greenwich, Connecticut Michael R. Bracco (2) Senior Vice-President, Employee Benefits John A. Brown (3) Senior Vice-President, Healthcare Markets Donna A. Goldin (2) Executive Vice President Chief Operating Officer, One Corporation Mitchell T. Graye (3) Executive Vice President, Chief Financial Officer Mark S. Hollen (3) Senior Vice President, FASCorp Positions and Offices Name Principal Business Address with Depositor John T. Hughes (3) Senior Vice-President, Chief Investment Officer D. Craig Lennox (6) Senior Vice-President, General Counsel and Secretary Steve H. Miller (2) Senior Vice-President, Employee Benefits, Sales James D. Motz (2) Executive Vice-President, Employee Benefits Charles P. Nelson (3) Senior Vice-President, Public Non-Profit Markets Marty Rosenbaum (2) Senior Vice-President, Employee Benefits Gregg E. Seller (3) Senior Vice-President, Government Markets Robert K. Shaw (3) Senior Vice-President, Individual Markets George D. Webb (3) Senior Vice-President, Public/Non- Profit Operations Douglas L. Wooden (3) Executive Vice-President, Financial Services -------------------------------------- (1) 100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5. (2) 8505 East Orchard Road, Englewood, Colorado 80111. (3) 8515 East Orchard Road, Englewood, Colorado 80111. (4) Power Corporation of Canada, 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3. (5) Power Financial Corporation, 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3. (6) 8525 East Orchard Road, Englewood, Colorado 80111. Item 26. Persons controlled by or under common control with the Depositor or Registrant ORGANIZATIONAL CHART Power Corporation of Canada 100% - 2795957 Canada Inc. 100% - 171263 Canada Inc. 67.5% - Power Financial Corporation 81.1% - Great-West Lifeco Inc. 100% - The Great-West Life Assurance Company 100% - GWL&A Financial (Nova Scotia) Co. 100% GWL&A Financial, Inc. 100% - Great-West Life & Annuity Insurance Capital I 100% - Great-West Life & Annuity Insurance Company 100% - Alta Health & Life Insurance Company 100% - Alta Agency, Inc. 100% - First Great-West Life & Annuity Insurance Company 100% - GW Capital Management, LLC 100% - Orchard Capital Management, LLC 100% - Greenwood Investments, Inc. 100% - Financial Administrative Services Corporation 100% - One Corporation 100% - One Health Plan of Illinois, Inc. 100% - One Health Plan of Texas, Inc. 100% - One Health Plan of California, Inc. 100% - One Health Plan of Colorado, Inc. 100% - One Health Plan of Georgia, Inc. 100% - One Health Plan of North Carolina, Inc. 100% - One Health Plan of Washington, Inc. 100% - One Health Plan of Ohio, Inc. 100% - One Health Plan of Tennessee, Inc. 100% - One Health Plan of Oregon, Inc. 100% - One Health Plan of Florida, Inc. 100% - One Health Plan of Indiana, Inc. 100% - One Health Plan of Massachusetts, Inc. 100% - One Health Plan, Inc. (Vermont) 100% - One Health Plan of Alaska, Inc. 100% - One Health Plan of Arizona, Inc. 100% - One of Arizona, Inc. 100% - One Health Plan of Maine, Inc. 100% - One Health Plan of Nevada, Inc. 100% - One Health Plan of New Hampshire, Inc. 100% - One Health Plan of New Jersey, Inc. 100% - One Health Plan of South Carolina, Inc. 100% - One Health Plan of Wisconsin, Inc. 100% - One Health Plan of Wyoming, Inc. 100% - One Orchard Equities, Inc. 100% - Great-West Benefit Services, Inc. 100% - BenefitsCorp, Inc. 100% - BenefitsCorp Equities, Inc. 100% - Advised Assets Group, Inc. 100% - Greenwood Property Corporation 93% - Maxim Series Fund, Inc.* 100% - GWL Properties Inc. 100% - Great-West Realty Investments, Inc. 50% - Westkin Properties Ltd. 93% - Orchard Series Fund** 100% - Orchard Trust Company 100% - Advised Assets Group, Inc. 100% - National Plan Coordinators of Delaware, Inc. 100% - NPC Securities, Inc. 100% - Deferred Comp of Michigan, Inc. 100% - National Plan Coordinators of Washington, Inc. 100% - National Plan Coordinators of Ohio, Inc. 100% - Renco, Inc. 100% - P.C. Enrollment Services & Insurance Brokerage, Inc. * 7% New England Life Insurance Company ** 7% New England Life Insurance Company
Item 27. Number of Contractowners On August 31, 2000, there were 22 owners of non-qualified contracts and 38,010 of qualified contracts offered by Registrant. Item 28. Indemnification Provisions exist under the Colorado General Corporation Code and the Bylaws of GWL&A whereby GWL&A may indemnify a director, officer, or controlling person of GWL&A against liabilities arising under the Securities Act of 1933. The following excerpts contain the substance of these provisions: Colorado Business Corporation Act Article 109 - INDEMNIFICATION Section 7-109-101. Definitions. As used in this Article: (1) "Corporation" includes any domestic or foreign entity that is a predecessor of the corporation by reason of a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, fiduciary or agent of another domestic or foreign corporation or other person or employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. (3) "Expenses" includes counsel fees. (4) "Liability" means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses. (5) "Official capacity" means, when used with respect to a director, the office of director in the corporation and, when used with respect to a person other than a director as contemplated in Section 7-109-107, means the office in the corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. "Official capacity" does not include service for any other domestic or foreign corporation or other person or employee benefit plan. (6) "Party" includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. Section 7-109-102. Authority to indemnify directors. (1) Except as provided in subsection (4) of this section, a corporation may indemnify a person made a party to the proceeding because the person is or was a director against liability incurred in any proceeding if: (a) The person conducted himself or herself in good faith; (b) The person reasonably believed: (I) In the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation's best interests; or (II) In all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and (c) In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. (2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of subparagraph (II) of paragraph (b) of subsection (1) of this section. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of subparagraph (a) of subsection (1) of this section. (3) The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (4) A corporation may not indemnify a director under this section: (a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) In connection with any proceeding charging that the director derived an improper personal benefit, whether or not involving action in his official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal benefit. (5) Indemnification permitted under this section in connection with a proceeding by or in the right of a corporation is limited to reasonable expenses incurred in connection with the proceeding. Section 7-109-103. Mandatory Indemnification of Directors. Unless limited by the articles of incorporation, a corporation shall be required to indemnify a person who is or was a director of the corporation and who was wholly successful, on the merits or otherwise, in defense of any proceeding to which he was a party, against reasonable expenses incurred by him in connection with the proceeding. Section 7-109-104. Advance of Expenses to Directors. (1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if: (a) The director furnishes the corporation a written affirmation of his good-faith belief that he has met the standard of conduct described in Section 7-109-102; (b) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that he or she did not meet such standard of conduct; and (c) A determination is made that the facts then know to those making the determination would not preclude indemnification under this article. (2) The undertaking required by paragraph (b) of subsection (1) of this section shall be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to financial ability to make repayment. (3) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 7-109-106. Section 7-109-105. Court-Ordered Indemnification of Directors. (1) Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner: (a) If it determines the director is entitled to mandatory indemnification under section 7-109-103, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification. (b) If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 7-109-102 (1) or was adjudged liable in the circumstances described in Section 7-109-102 (4), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described Section 7-109-102 (4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification. Section 7-109-106. Determination and Authorization of Indemnification of Directors. (1) A corporation may not indemnify a director under Section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in Section 7-109-102. A corporation shall not advance expenses to a director under Section 7-109-104 unless authorized in the specific case after the written affirmation and undertaking required by Section 7-109-104(1)(a) and (1)(b) are received and the determination required by Section 7-109-104(1)(c) has been made. (2) The determinations required to be made subsection (1) of this section shall be made: (a) By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum. (b) If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee. (3) If a quorum cannot be obtained as contemplated in paragraph (a) of subsection (2) of this section, and the committee cannot be established under paragraph (b) of subsection (2) of this section, or even if a quorum is obtained or a committee designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made: (a) By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or (b) By the shareholders. (4) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible; except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel. Section 7-109-107. Indemnification of Officers, Employees, Fiduciaries, and Agents. (1) Unless otherwise provided in the articles of incorporation: (a) An officer is entitled to mandatory indemnification under section 7-109-103, and is entitled to apply for court-ordered indemnification under section 7-109-105, in each case to the same extent as a director; (b) A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as a director; and (c) A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract. Section 7-109-108. Insurance. A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation and who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of any other domestic or foreign corporation or other person or of an employee benefit plan against any liability asserted against or incurred by the person in that capacity or arising out of his or her status as a director, officer, employee, fiduciary, or agent whether or not the corporation would have the power to indemnify the person against such liability under the Section 7-109-102, 7-109-103 or 7-109-107. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity or any other interest through stock ownership or otherwise. Section 7-109-109. Limitation of Indemnification of Directors. (1) A provision concerning a corporation's indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract, except for an insurance policy or otherwise, is valid only to the extent the provision is not inconsistent with Sections 7-109-101 to 7-109-108. If the articles of incorporation limit indemnification or advance of expenses, indemnification or advance of expenses are valid only to the extent not inconsistent with the articles of incorporation. (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding. Section 7-109-110. Notice to Shareholders of Indemnification of Director. If a corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the corporation, the corporation shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action. Bylaws of GWL&A Article II, Section 11. Indemnification of Directors. The Company may, by resolution of the Board of Directors, indemnify and save harmless out of the funds of the Company to the extent permitted by applicable law, any director, officer, or employee of the Company or any member or officer of any committee, and his heirs, executors and administrators, from and against all claims, liabilities, costs, charges and expenses whatsoever that any such director, officer, employee or any such member or officer sustains or incurs in or about any action, suit, or proceeding that is brought, commenced, or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done, or permitted by him in or about the execution of his duties of his office or employment with the Company, in or about the execution of his duties as a director or officer of another company which he so serves at the request and on behalf of the Company, or in or about the execution of his duties as a member or officer of any such Committee, and all other claims, liabilities, costs, charges and expenses that he sustains or incurs, in or about or in relation to any such duties or the affairs of the Company, the affairs of such Committee, except such claims, liabilities, costs, charges or expenses as are occasioned by his own willful neglect or default. The Company may, by resolution of the Board of Directors, indemnify and save harmless out of the funds of the Company to the extent permitted by applicable law, any director, officer, or employee of any subsidiary corporation of the Company on the same basis, and within the same constraints as, described in the preceding sentence. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 29. Principal Underwriter (a) BenefitsCorp Equities, Inc. ("BCE") currently distributes securities of Great-West Variable Annuity Account A, Maxim Series Account and Pinnacle Series Account in addition to those of the Registrant. (b) Directors and Officers of BCE Position and Offices Name Principal Business Address with Underwriter Charles P. Nelson (1) Chairman and President Robert K. Shaw (1) Director Mark S. Hollen (1) Director David G. McLeod (1) Director Gregg E. Seller 18101 Von Karman Ave. Director and Vice President Suite 1460 Major Accounts Irvine, CA 92715 Glen R. Derback (1) Treasurer Beverly A. Byrne (1) Secretary Teresa L. Buckley (1) Compliance Officer ------------
(1) 8515 E. Orchard Road, Englewood, Colorado 80111 (c) Commissions and other compensation received by Principal Underwriter during registrant's last fiscal year: Net Name of Underwriting Compensation Principal Discounts and on Brokerage Underwriter Commissions Redemption Commissions Compensation BCE -0- -0- -0- -0-
Item 30. Location of Accounts and Records All accounts, books, or other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained by the registrant through GWL&A, 8515 E. Orchard Road, Englewood, Colorado 80111. Item 31. Management Services Not Applicable. Item 32. Undertakings (a) Registrant undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted. (b) Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information. (c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this form promptly upon written or oral request. (d) Registrant represents that in connection with its offering of Group Contracts as funding vehicles for retirement plans meeting the requirement of Section 403(b) of the Internal Revenue Code of 1986, as amended, Registrant is relying on the no-action letter issued by the Office of Insurance Products and legal Compliance, Division of Investment Management, to the American Council of Life Insurance dated November 28, 1988 (Ref. No. IP-6-88), and that the provisions of paragraphs (1) - (4) thereof have been complied with. (e) Registrant represents that in connection with its offering of Group Contracts as funding vehicles under the Texas Optional Retirement Program, Registrant is relying on the exceptions provided in Rule 6c-7 of the Investment Company Act of 1940 and that the provisions of paragraphs (a) -(d) thereof have been complied with. (f) GWL&A represents the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by GWL&A. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements for effectiveness under Rule 485(b) and has duly caused this Post-Effective Amendment No. 30 to the Registration Statement on Form N-4 to be signed on its behalf, in the City of Englewood, State of Colorado, on this 27th day of October, 2000. FUTUREFUNDS SERIES ACCOUNT (Registrant) By: /s/ W.T. McCallum William T. McCallum, President and Chief Executive Officer of Great-West Life & Annuity Insurance Company GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (Depositor) By: /s/ W.T. McCallum William T. McCallum, President and Chief Executive Officer As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities with Great-West Life & Annuity Insurance Company and on the dates indicated: Signature and Title Date /s/ Robert Gratton* October 27, 2000 Director and Chairman of the Board (Robert Gratton) /s/ W.T. McCallum October 27, 2000 Director, President and Chief Executive Officer (William T. McCallum) /s/ Mitchell T.G. Graye October 27, 2000 Executive Vice President and Chief Financial Officer (Mitchell T.G. Graye) /s/ James Balog* October 27, 2000 Director, (James Balog) Signature and Title Date /s/ James W. Burns* October 27, 2000 Director, (James W. Burns) /s/ Orest T. Dackow* October 27, 2000 Director (Orest T. Dackow) Director Andre Desmarais /s/ Paul Desmarais, Jr*. October 27, 2000 Director (Paul Desmarais, Jr.) Director (Robert G. Graham) /s/ Kevin P. Kavanagh* October 27, 2000 Director (Kevin P. Kavanagh) Director (William Mackness) /s/ Jerry E.A. Nickerson* October 27, 2000 Director (Jerry E.A. Nickerson) /s/ P. Michael Pitfield * October 27, 2000 Director (P. Michael Pitfield) /s/ Michel Plessis-Belair* October 27, 2000 Director (Michel Plessis-Belair) /s/ Brian E. Walsh * October 27, 2000 Director (Brian E. Walsh) *By: /s/ D.C. Lennox October 27, 2000 D. C. Lennox
Attorney-in-fact pursuant to Powers of Attorney filed herewith.