485BPOS 1 ff485b.htm

As filed with the Securities and Exchange Commission on July 13, 2006

Registration Nos.: 2-89550; 811-03972

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)

PRE-EFFECTIVE AMENDMENT NO.                  ( )

POST-EFFECTIVE AMENDMENT NO. 39        ( X )

 

and/or

 

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940

 

 

Amendment No. 34

(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

Greenwood Village, Colorado 80111

(Address of Depositor's Principal Executive Officers) (Zip Code)

 

Depositor's Telephone Number, including Area Code:

(800) 537-2033

 

Beverly A. Byrne

Vice President, Counsel and Associate Secretary

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

(Name and Address of Agent for Service)

 

Copy to:

James F. Jorden, Esq.

Jorden Burt LLP

1025 Thomas Jefferson Street, N.W., Suite 400 East

Washington, D.C. 20007-5208

 

Approximate Date of Proposed Public Offering: As soon as practicable after the registration statement becomes effective.

 

Title of securities being registered: flexible premium deferred variable annuity contracts.

 

 

It is proposed that this filing will become effective (check appropriate space)

 

 

X

Immediately upon filing pursuant to paragraph (b) of Rule 485.

 

On________, pursuant to paragraph (b) of Rule 485.

 

 

60 days after filing pursuant to paragraph (a)(1) of Rule 485.

 

 

On               , pursuant to paragraph (a)(1) of Rule 485.

 

 

 

If appropriate, check the following:

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 


 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 39 to the Registration Statement on Form N-4 (the “Registration Statement”) is being filed under Rule 485(b) under the Securities Act of 1933, as amended, to supplement the Registration Statement (Post-Effective Amendment No. 38) with a supplement to the Prospectus, dated May 1, 2006. This Post-Effective Amendment No. 39 relates only to the supplement filed herein and does not otherwise delete, amend or supersede any information contained in the Registration Statement, except as expressly provided in the supplement.

 


 

 

FutureFunds Series Account

of Great-West Life & Annuity Insurance Company

Supplement dated July 13, 2006 to the

Prospectus dated May 1, 2006

 

This supplement adds certain information to and amends certain information contained in the Prospectus dated May 1, 2006. Please read it carefully and keep it with your Prospectus for future reference.

IMPORTANT INFORMATION REGARDING ELIGIBLE FUND CLOSURE AND MERGER

Effective the close of business on July 14, 2006, the Maxim U.S. Government Securities Portfolio is closed to new investment by existing investors. Effective on or about July 15, 2006, the Maxim U.S. Government Securities Portfolio will merge into and become part of the Maxim U.S. Government Mortgage Securities Portfolio. Because of this merger, your investment in the Maxim U.S. Government Securities Portfolio automatically became an investment in the Maxim U.S. Government Mortgage Securities Portfolio with an equal total net asset value. Unless you provide us with alternative allocation instructions, all future allocations directed to the Maxim U.S. Government Securities Portfolio will be automatically allocated to the Maxim U.S. Government Mortgage Securities Portfolio. You may give us alternative allocation instructions at any time by contacting Great-West at 800-701-8255, or by writing to Great-West at D790 - Great-West Retirement ServicesSM Marketing, P.O. Box 1700, Denver, Colorado 80201-9952. See also the Making Transfers section on page 26 of your Prospectus for further information about making Eligible Fund allocation changes.

You will not incur any fees or charges or any tax liability because of the merger, and your Participant Annuity Account Value immediately before the merger will equal your Participant Annuity Account Value immediately after the merger.

IMPORTANT INFORMATION ABOUT ELIGIBLE FUND ADDITION

Effective the close of business on July 14, 2006, the following Eligible Fund is added as an available variable investment option under the Group Contract:

Maxim U.S. Government Mortgage Securities Portfolio

 

On page 13 of the Prospectus, add the following:

 

Maxim U.S. Government Mortgage Securities Portfolio (effective on or about July 15, 2006, renamed Maxim U.S. Government Securities Portfolio) seeks the highest level of return consistent with preservation of capital and substantial credit protection. Under normal circumstances, this portfolio invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in mortgage related securities that have been issued or guaranteed by the U.S. Government or its agencies or instrumentalities. This portfolio focuses on relative value of the security by analyzing the current and expected level of interest rates, and current and historical asset yields versus treasury yields. It invests in private mortgage pass-through securities and collateralized mortgage obligations (CMOs). CMOs may be issued by private issuers and collateralized by securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities. This portfolio invests in dollar rolls and/or mortgage dollar rolls with up to 20% of its net assets. In a dollar roll transaction, this portfolio sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities (the same type and coupon) on a specified future date from the same party. In a mortgage dollar roll transaction, it sells a mortgage-backed security from its portfolio to another party and agrees to buy a substantially similar security from the same party at a set price at a specified later date. Dollar rolls and mortgage dollar rolls involve the risk that the market value of the securities that the portfolio is committed to buy may decline below the price of the securities it has sold.

 

This Eligible Fund addition does not change Total Annual Eligible Fund Operating Expenses on page 8 of the Prospectus.

 

 

 


 

 

IMPORTANT INFORMATION REGARDING THE MAXIM U.S. GOVERNMENT MORTGAGE SECURITIES PORTFOLIO

Effective on or about July 15, 2006, the Maxim U.S. Government Mortgage Securities Portfolio will be renamed Maxim U.S. Government Securities Portfolio. Accordingly, all references to Maxim U.S. Government Mortgage Securities Portfolio will be replaced with Maxim U.S. Government Securities Portfolio.

 

 

 


 

 

PART C

OTHER INFORMATION

 

Item 24.

Financial Statements and Exhibits

 

 

(a)

Financial Statements

 

The consolidated financial statements of GWL&A as of December 31, 2004 and 2005 and each of the three years in the period ended December 31, 2005, as well as the financial statements of the Series Account for the years ended December 31, 2004 and 2005 are incorporated by reference to Registrant’s Post-Effective Amendment No. 38 to Form N-4 registration statement, filed on April 24, 2006.

 

 

(b)

Exhibits

 

(1) Copy of resolution of the Board of Directors is incorporated by reference to Registrant’s Post Effective Amendment No. 32 to Form N-4 registration statement filed on April 25, 2002 (File No. 2-89550).

 

(2) Not applicable.

 

(3) Underwriting Agreement between Depositor and GWFS Equities, Inc. (formerly BenefitsCorp Equities, Inc.) is incorporated by reference to Registrant’s Post Effective Amendment No. 23 to Form N-4 registration statement filed on May 1, 1997 (File No. 2–89550).

 

(4) Form of each Variable Annuity Contract and riders are incorporated by reference to Registrant's Post-Effective Amendment No. 30 to Form N-4 registration statement filed on October 30, 2000 (File No. 2-89550).

 

(5) Forms of Application are incorporated by reference to Registrant's Post-Effective Amendment No. 30 to Form N-4 registration statement filed on October 30, 2000 (File No. 2-89550).

 

(6) Copies of Articles of Incorporation of Depositor are incorporated by reference to Pre-Effective Amendment No. 2 to the registration statement filed by Variable Annuity-1 Series Account on Form N-4 on October 30, 1996, (File No. 811-07549) and the Bylaws of the Depositor are incorporated by reference to Registrant’s Post-Effective Amendment No. 38 to Form N-4 registration statement, filed on April 24, 2006.

 

(7) Not applicable.

 

(8) Form of Participation 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 incorporated by reference to Registrant’s Post-Effective Amendment No. 30 to Form N-4 registration statement filed on October 30, 2000 (File No. 2-89550).

 

(9) Opinion of Counsel is Registrant’s Post-Effective Amendment No. 31 to the registration statement filed on April 30, 2001 (File No. 2-89550).

 

 

(10)

(a)

Written Consent of Jorden Burt LLP is filed herewith.

 

 

(b)

Written Consent of Deloitte & Touche LLP is filed herewith.

 

(11) Not applicable.

 

 


 

 

(12) Not applicable.

 

 

Item 25.

Directors and Officers of the Depositor

 

Name

Principal Business Address

Positions and Office

with Depositor

James Balog

2205 North Southwinds Boulevard, Apt. 307

Vero Beach, Florida 32963

Director

James W. Burns, O.C.

(7)

Director

Orest T. Dackow

(3)

Director

André Desmarais

(4)

Director

Paul Desmarais, Jr

(4)

Director

Robert Gratton

(5)

Chairman

Kevin P. Kavanagh, C.M.

(1)

Director

William Mackness

696 Whitehaven Crescent

London, Ontario N6G 4V4

Director

William T. McCallum

(3)

Vice-Chairman

Raymond L. McFeetors

(3)

Director, President and

Chief Executive Officer

Jerry E.A. Nickerson

H.B. Nickerson & Sons Limited

P.O. Box 130

255 Commercial Street

North Sydney, Nova Scotia B2A 3M2

Director

David A. Nield

330 University Ave.

Toronto, Ontario M5G 1R8

Director

R. Jeffrey Orr

(4)

Director

Michel Plessis-Bélair, F.C.A.

(4)

Director

Brian E. Walsh

QVan Capital, LLC

1 Dock Street, 4th Floor

Stamford, Connecticut 06902

Director

Mitchell T.G. Graye

(3)

Executive Vice-President

Chief Financial Officer

Richard F. Rivers

(2)

Executive Vice President,

Great-West Healthcare

Douglas L. Wooden

(3)

Executive Vice-President,

Financial Services

S. Mark Corbett

(3)

Senior Vice-President,

Investments

Glen R. Derback

(3)

Senior Vice President and Controller

 

Terry L. Fouts

(2)

Senior Vice President and

Chief Medical Officer

John R. Gabbert

(2)

Senior Vice President,

Great-West Healthcare

Chief Information Officer

Donna A. Goldin

(2)

Senior Vice-President

Great-West Healthcare Operations

Wayne Hoffmann

(3)

Senior Vice-President,

Investments

Christopher M. Knackstedt

(2)

Senior Vice President

Healthcare Management

 

 


 

 

 

Name

Principal Business Address

Positions and Office

with Depositor

D. Craig Lennox

(6)

Senior Vice-President,

General Counsel and

Secretary

James L. McCallen

(3)

Senior Vice President

and Actuary

Graham R. McDonald

(3)

Senior Vice President,

Corporate Administration

Charles P. Nelson

(3)

Senior Vice-President,

Retirement Services

Marty Rosenbaum

(2)

Senior Vice-President,

Great-West Healthcare Finance

Gregg E. Seller

(3)

Senior Vice-President,

Retirement Services

Government Markets

Douglas J. Stefanson

(2)

Senior Vice President,

Healthcare Underwriting

 

Robert K. Shaw

(3)

Senior Vice-President,

Individual Markets

George D. Webb

(3)

Senior Vice-President,

Retirement Services,

P/NP Operations

 

 

                                                                               

(1)

100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5.

(2)

8505 East Orchard Road, Greenwood Village, Colorado 80111.

(3)

8515 East Orchard Road, Greenwood Village, 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, Greenwood Village, Colorado 80111.

(7) Power Corporation of Canada, 1 Lombard Place, 26th Floor, Winnipeg, Manitoba, Canada R3B 0X5.

 

 


 

 

 

Item 26.

Persons controlled by or under common control with the Depositor or Registrant as of 12/31/05

 

 

(State/Country of Organization) - Nature of Business

 

 

Power Corporation of Canada (Canada) – Holding and Management Company

100.0% - 2795957 Canada Inc. (Canada) – Holding Company

 

100.0% - 171263 Canada Inc. (Canada) – Holding Company

 

 

66.4% - Power Financial Corporation (Canada) – Holding Company

 

 

70.6% - Great-West Lifeco Inc. (Canada) – Holding Company

 

 

100.0% - GWL&A Financial (Canada) Inc. (Canada) – Holding Company

 

 

100.0% - GWL&A Financial (Nova Scotia) Co. (Canada) – Holding Company

 

 

100.0% - GWL&A Financial Inc. (Delaware) – Holding Company

 

 

60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. (Canada) – Holding Company

 

60.0% - Great-West Life & Annuity Insurance Capital, LLC (Delaware) – Holding Company

 

100.0% - Great-West Life & Annuity Insurance Company (Colorado) – Life and Health Insurance Company

100.0% - First Great-West Life & Annuity Insurance Company (New York) – Life and Health Insurance Company

100.0% - Advised Assets Group, LLC (Colorado) – Investment Adviser

100.0% - Alta Health & Life Insurance Company (Indiana) – Life and Health Insurance Company

 

100.0% - BenefitsCorp, Inc. (Delaware) – Insurance Agency

 

 

100.0% - GWFS Equities, Inc. (Delaware) – Securities Broker/Dealer

 

 

100.0% - BenefitsCorp, Inc. of Wyoming (Wyoming) – Insurance Agency

100.0% - Canada Life Insurance Company of America (Michigan) – Life and Health Insurance Company

100.0% - Great-West Life & Annuity Insurance Company of South Carolina (South Carolina) – Captive Insurance Company

 

100.0% - National Plan Coordinators of Delaware, Inc. (Delaware) – Third Party Administrator

 

100.0% - EMJAY Corporation (Wisconsin) – Third Party Administrator

 

100.0% - EMJAY Retirement Plan Services, Inc. (Wisconsin) – Third Party Administrator

 

100.0% - Great-West Healthcare Holdings, Inc. (Colorado) – Holding Company

100.0% - Great-West Healthcare, Inc. (Vermont) – Network contracting, development and management

100.0% - Great-West Healthcare of Arizona, Inc. (Arizona) – Health Care Services Organization

100.0% - Great-West Healthcare of California, Inc. (California) – Health Maintenance Organization

100.0% - Great-West Healthcare of Colorado, Inc. (Colorado) – Health Maintenance Organization

100.0% - Great-West Healthcare of Florida, Inc. (Florida) – Health Maintenance Organization

100.0% - Great-West Healthcare of Georgia, Inc. (Georgia) – Health Maintenance Organization

100.0% - Great-West Healthcare of Illinois, Inc. (Illinois) – Health Maintenance Organization

100.0% - Great-West Healthcare of Indiana, Inc. (Indiana) – Health Maintenance Organization

100.0% - Great-West Healthcare of Kansas/Missouri, Inc. (Kansas) – Health Maintenance Organization

100.0% - Great-West Healthcare of Massachusetts, Inc. (Massachusetts) – Health Maintenance Organization

 

 


 

 

100.0% - Great-West Healthcare of New Jersey, Inc. (New Jersey) – Health Maintenance Organization

100.0% - Great-West Healthcare of North Carolina, Inc. (North Carolina) – Health Maintenance Organization

 

100.0% - Great-West Healthcare of Ohio, Inc. (Ohio) – Health Insuring Corporation

100.0% - Great-West Healthcare of Oregon, Inc. (Oregon) – Health Care Service Contractors

100.0% - Great-West Healthcare of Pennsylvania, Inc. (Pennsylvania) – Health Maintenance Organization

100.0% - Great-West Healthcare of Tennessee, Inc. (Tennessee) – Health Maintenance Organization

100.0% - Great-West Healthcare of Texas, Inc. (Texas) – Health Maintenance Organization

100.0% - Great-West Healthcare of Washington, Inc. (Washington) – Health Care Service Contractors

 

100.0% - One Orchard Equities, Inc. (Colorado) – Securities Broker/Dealer

 

 

100.0% - Mediversal, Inc. (Nevada) – Third Party Administrator

 

 

100.0% - Universal Claims Administration (Nevada) – Third Party Administrator

 

100.0% - FASCore, LLC (Colorado) – Third Party Administrator

 

 

100.0% - GWL Properties Inc. (Colorado) – Real Estate Corporation

 

 

50.0% - Westkin Properties Ltd. (California) – Real Estate Corporation

 

 

100.0% - Great-West Benefit Services, Inc. (Delaware) – Leasing Company

 

 

89.6% - Maxim Series Fund, Inc. (Maryland) – Investment Company

 

 

100.0% - GW Capital Management, LLC (Colorado) – Investment Adviser

 

 

100.0% - Orchard Capital Management, LLC (Colorado) – Investment Adviser

 

 

100.0% - Greenwood Investments, LLC (Colorado) – Securities Broker/Dealer

 

 

100.0% - Orchard Trust Company, LLC (Colorado) – Trust Company

 

 

Item 27.

Number of Contractowners

As of June 30, 2006, there were 2 owners of non-qualified group contracts and 1,393 of qualified group 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, an officer, an agent, an associate, an employee, a fiduciary, a manager, a member, a partner, a promotor, or a trustee of or to hold a similar position with, another domestic or foreign entity or employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation's request if the director’s 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. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

 

 

(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, the office in a 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 the proceeding if:

 

 

(a)

The person conducted himself or herself in good faith; and

 

 

(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; and

 

 

(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 an 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 indemnify a person who was wholly successful, on the merits or otherwise, in defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her 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 the director’s good-faith belief that he or she 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 by 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 advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses 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 entity 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 law 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 IV. Indemnification

 

 

SECTION 1. In this Article, the following terms shall have the following meanings:

 

 

(a)

“expenses” means reasonable expenses incurred in a proceeding, including expenses of investigation and preparation, expenses in connection with an appearance as a witness, and fees and disbursement of counsel, accountants or other experts;

 

 

(b)

“liability” means an obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty or fine;

 

 

(c)

“party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding;

 

 

(d)

“proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

 

SECTION 2. Subject to applicable law, if any person who is or was a director, officer or employee of the corporation is made a party to a proceeding because the person is or was a director, officer or employee of the corporation, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if, with respect to the matter(s) giving rise to the proceeding:

 

 

(a)

the person conducted himself or herself in good faith; and

 

 

(b)

the person reasonably believed that his or her conduct was in the corporation’s best interests; and

 

 

(c)

in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and

 

 

(d)

if the person is or was an employee of the corporation, the person acted in the ordinary course of the person’s employment with the corporation.

 

SECTION 3. Subject to applicable law, if any person who is or was serving as a director, officer, trustee or employee of another company or entity at the request of the corporation is made a party to a proceeding because the person is or was serving as a director, officer, trustee or employee of the other company or entity, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if:

 

 

(a)

the person is or was appointed to serve at the request of the corporation as a director, officer, trustee or employee of the other company or entity in accordance with Indemnification Procedures approved by the Board of Directors of the corporation; and

 

 

 


 

 

(b)

with respect to the matter(s) giving rise to the proceeding:

 

 

(i)

the person conducted himself or herself in good faith; and

 

 

(ii)

the person reasonably believed that his or her conduct was at least not opposed to the corporation’s best interests (in the case of a trustee of one of the corporation’s staff benefits plans, this means that the person’s conduct was for a purpose the person reasonably believed to be in the interests of the plan participants); and

 

 

(iii)

in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and

 

if the person is or was an employee of the other company or entity, the person acted in the ordinary course of the person’s employment with the other company or entity.

 

Item 29.

Principal Underwriter

 

 

(a)

GWFS Equities, Inc. (“GWFS”) currently distributes securities of Maxim Series Fund, Inc., an open-end management investment company; Variable Annuity Account-1 Series Account, COLI VUL-2 Series Account and Maxim Series Account of GWL&A and Variable Annuity Account-1 Series Account of First Great-West Life & Annuity Insurance Company in addition to those of the Registrant.

 

 

(b)

Directors and Officers of GWFS

 

Name

Principal Business Address

Position and Offices with Underwriter

Charles P. Nelson

(1)

Chairman and President

Robert K. Sha

(1)

Director

Graham R. McDonald

(1)

Director

Gregg E. Seller

18101 Von Karman Ave., Suite 1460

Irvine, CA 92715

Director and Senior Vice President

Thomas M. Connolly

300 Broadacres Drive

Bloomfield, NJ 07003

Vice President

William S. Harmon

(1)

Vice President

Kent A. Morris

500 North Central, Suite 220

Glendale, CA 91203

Vice President

Michael P. Sole

One North La Salle, Suite 3200

Chicago, IL 60602

Vice President

Glen R. Derback

(1)

Treasurer

Beverly A. Byrne

(1)

Secretary and Chief Compliance Officer

Teresa L. Luiz

(1)

Compliance Officer

(1) 8515 E. Orchard Road, Greenwood Village, Colorado 80111

 

 


 

 

(c) Commissions and other compensation received from the Registrant by Principal Underwriter during Registrant's last fiscal year:

 

      

Name of

Principal

Underwriter

Net

Underwriting

Discounts and

Commissions

Compensation

on

Redemption

Brokerage

Commissions

Compensation

GWFS

-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, Greenwood Village, 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 that the fees and charges deducted under the Group 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 of Rule 485(b) under the Securities Act of 1933 for effectiveness of this Post-Effective Amendment to the Registration Statement and has caused this Post-Effective Amendment to the Registration Statement on Form N-4 to be signed on its behalf, in the City of Greenwood Village, State of Colorado, on this 12h day of July, 2006.

 

 

 

FUTUREFUNDS SERIES ACCOUNT

 

(Registrant)

 

 

BY:

/s/ R. L. McFeetors

 

R. L. McFeetors

 

Raymond L. McFeetors, President

and Chief Executive Officer of

Great-West Life & Annuity Insurance Company

BY:

GREAT-WEST LIFE ANNUITY INSURANCE COMPANY

 

(Depositor)

BY:

/s/ R. L. McFeetors

 

R. L. McFeetors

 

President and Chief Executive Officer

 

 

As required by the Securities Act of 1933, this 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

 

July 12, 2006

Director and Chairman of the Board

 

 

(Robert Gratton*)

 

 

 

 

 

 

 

 

/s/ Raymond L. McFeetors

 

July 12, 2006

Director, President and

Chief Executive Officer

 

 

(Raymond L. McFeetors)

 

 

 

 

 

 

 

 

/s/ Mitchell T.G. Graye

 

July 12, 2006

Executive Vice President and

Chief Financial Officer

 

 

(Mitchell T.G. Graye)

 

 

 

 

 

 

 

 

/s/ James Balog

 

July 12, 2006

Director, (James Balog*)

 

 

 

 

 

 

 

 

/s/ James W. Burns

 

July 12, 2006

Director, (James W. Burns*)

 

 

 

 

 

 

 


 

 

 

Signature and Title

 

Date

 

 

 

/s/ Orest T. Dackow

 

July 12, 2006

Director (Orest T. Dackow*)

 

 

 

 

 

Director (André Desmarais)

 

 

 

 

 

 

 

 

/s/ Paul Desmarais, Jr.

 

July 12, 2006

Director (Paul Desmarais, Jr*.)

 

 

 

 

 

 

 

 

/s/ Kevin P. Kavanagh

 

July 12, 2006

Director (Kevin P. Kavanagh*)

 

 

 

 

 

 

 

 

 

 

Director (William Mackness)

 

 

 

 

 

 

 

 

 

 

Director and Vice Chairman

 

 

(William T. McCallum)

 

 

 

 

 

 

 

 

/s/ Jerry E.A. Nickerson

 

July 12, 2006

Director (Jerry E.A. Nickerson*)

 

 

 

 

 

 

 

 

 

 

Director (David A. Nield)

 

 

 

 

 

 

 

 

 

 

Director (R. Jeffrey Orr)

 

 

 

 

 

 

 

 

/s/ Michel Plessis-Bélair

 

July 12, 2006

Director (Michel Plessis-Bélair*)

 

 

 

 

 

 

 

 

/s/ Brian E. Walsh

 

July 12, 2006

Director (Brian E. Walsh*)

 

 

 

 

 

 

 

 

*By:   /s/ G.R. Derback

 

July 12, 2006

G.R. Derback

 

 

 

Attorney-in-fact pursuant to Powers of Attorney are incorporated by reference to Registrant’s Post-Effective Amendment No. 30 to Form N-4 registration statement filed on October 30, 2000 and Registrant’s Post-Effective Amendment No. 37 to Form N-4 registration statement filed on February 28, 2006.