CONTINGENT DEFERRED ANNUITY (A) WORKING GROUP … · 1. Presentation on NAIC Standard Nonforfeiture...

© 2012 National Association of Insurance Commissioners 1

Conference Call

CONTINGENT DEFERRED ANNUITY (A) WORKING GROUP Wednesday, August 29, 2012

Noon – 1:00 p.m. EDT / 11:00 – 12:00 a.m. CDT / 10:00 – 11:00 a.m. MDT / 9:00 – 10:00 a.m. PDT

ROLL CALL Ted Nickel, Chair Wisconsin Bruce R. Ramge/Holly Blanchard Nebraska Suzetta Furlong Florida Michael Humphreys Tennessee Jim Mumford Iowa Tomasz Serbinowski Utah Jason Lapham Kansas

AGENDA

1. Presentation on NAIC Standard Nonforfeiture Law for Individual Deferred Annuities (Model

#805)—Tomasz Serbinowski (UT)

2. Discussion of CDA Marketing Materials / Disclosures—Keith Mancini (Great-West)

3. Any Other Matters Brought Before the Working Group

4. Adjournment

STANDARD NONFORFEITURE LAW FOR INDIVIDUAL DEFERRED ANNUITIES

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Section 2. Applicability

This Act shall not apply to any reinsurance, group annuity purchased under a retirement plan or plan of deferred compensation established or maintained by an employer (including a partnership or sole proprietorship) or by an employee organization, or by both, other than a plan providing individual retirement accounts or individual retirement annuities under Section 408 of the Internal Revenue Code, as now or hereafter amended, premium deposit fund, variable annuity, investment annuity, immediate annuity, any deferred annuity contract after annuity payments have commenced, or reversionary annuity, nor to any contract which shall be delivered outside this state through an agent or other representative of the company issuing the contract.

UTAH 31A-22-409. Standard Nonforfeiture Law for Individual Deferred Annuities.

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(2) This section does not apply to: (a) reinsurance; (b) a group annuity purchased under a retirement plan or plan of deferred compensation: (i) established or maintained by: (A) an employer, including a partnership or sole proprietorship; (B) an employee organization; or (C) both an employer and an employee organization; and (ii) other than a plan providing individual retirement accounts or individual retirement annuities under Section 408, Internal Revenue Code; (c) a premium deposit fund; (d) a variable annuity; (e) an investment annuity; (f) an immediate annuity; (g) a deferred annuity contract after annuity payments have commenced; (h) a reversionary annuity; or (i) a contract that is delivered outside this state through an agent or other representative of the company issuing the contract.

Great-West SecureFoundation Group Fixed Deferred Annuity Contract

Issued by:

8515 East Orchard Road Greenwood Village, CO 80111

Tel. (800) 537-2033 May 1, 2012

This prospectus describes the Great-West SecureFoundation Group Fixed Deferred Annuity Contract (the “Contract”) issued by Great-West Life & Annuity Insurance Company. The Contract will be offered to sponsors (“Plan Sponsor”) of retirement plans established under Section 403(b) of the Internal Revenue Code (“Retirement Plan”). The Contract describes the Guaranteed Lifetime Withdrawal Benefit (“GLWB”). A certificate (“Certificate”) will be issued to participants in each Retirement Plan who purchase shares of one of the Maxim SecureFoundation mutual funds, which currently consist of the Maxim SecureFoundation Lifetime 2015 Portfolio, Maxim SecureFoundation Lifetime 2020 Portfolio, Maxim SecureFoundation Lifetime 2025 Portfolio, Maxim SecureFoundation Lifetime 2030 Portfolio, Maxim SecureFoundation Lifetime 2035 Portfolio, Maxim SecureFoundation Lifetime 2040 Portfolio, Maxim SecureFoundation Lifetime 2045 Portfolio, Maxim SecureFoundation Lifetime 2050 Portfolio, Maxim SecureFoundation Lifetime 2055 Portfolio (the “Maxim SecureFoundation Lifetime Portfolios”), and the Maxim SecureFoundation Balanced Portfolio (each, a “Covered Fund” and together, the “Covered Funds”). A Retirement Plan participant who elects the GLWB is referred to as a “GLWB Participant.” The Contract provides for guaranteed income for the life of a designated person based on the GLWB Participant’s investment in one or more of the Covered Funds, provided all conditions specified in the Contract are met, regardless of how long the designated person lives or the actual performance or value of the Covered Funds. The Contract and the Certificate have no cash value and no surrender value. The interests of the Retirement Plan and the GLWB Participant in the Contract and the Certificate, as applicable, may not be transferred, sold, assigned, pledged, charged, encumbered, or alienated in any way, however, if the Retirement Plan is consolidated or merged with another plan or if the assets and liabilities of the Retirement Plan are transferred to another plan, the Contract may be assigned to the new Plan Sponsor and/or trustee.

Plan Sponsors may apply to purchase a Contract through GWFS Equities, Inc. (“GWFS Equities”), the principal underwriter for the Contract or other broker-dealers that have entered into a selling agreement with GWFS Equities. GWFS Equities will use its best efforts to sell the Contracts, but is not required to sell any specific number or dollar amount of Contracts.

This prospectus provides important information that a prospective purchaser of a Contract or a GLWB Participant should know before investing. Please retain this prospectus for future reference.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus does not constitute an offering in any jurisdiction in which such offering may not be lawfully made.

The Contract nor the Certificate:

The purchase of the Contract is subject to certain risks. See “Risk Factors” on page 5. The Contract is novel and innovative. While we understand that the Internal Revenue Service may be considering tax issues associated with products similar to the Contract, to date the tax consequences of the Contract have not been addressed in published legal authorities. Under the circumstances, the Plan Sponsor and prospective GLWB Participants should therefore consult a tax advisor before purchasing a Contract or a GLWB.

• Is NOT a bank deposit • Is NOT FDIC insured • Is NOT insured or endorsed by a bank or any government agency • Is NOT available in every state

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Page 1 of 67Print Document

8/27/2012http://prospectus-express.newriver.com/print.asp?clientid=gwla&fundid=SF403B&doctyp...

Table of Contents

TABLE OF CONTENTS SUMMARY - 1 -

PRELIMINARY NOTE REGARDING TERMS USED IN THIS PROSPECTUS - 1 - WHAT IS THE GLWB? - 1 - HOW MUCH WILL THE GLWB COST? - 2 - CAN THE GLWB PARTICIPANT CANCEL THE GLWB? - 2 - WHAT HAPPENS IF THE CONTRACT OWNER /PLAN SPONSOR ELIMINATES A COVERED FUND FROM MY PLAN? - 2 - CAN THE CONTRACT OWNER/PLAN SPONSOR CANCEL THE CONTRACT? - 2 - WHAT PROTECTION DOES THE GLWB PROVIDE ? - 3 - HOW DOES THE GLWB WORK? - 3 - HOW DOES THE CONTRACT OWNER/PLAN SPONSOR APPLY FOR THE CONTRACT? - 4 - HOW DOES A RETIREMENT PLAN PARTICIPANT ELECT THE GLWB? - 4 - WHAT ARE THE DESIGNATED INVESTMENT OPTIONS? - 4 - IS THE GLWB RIGHT FOR RETIREMENT PLAN PARTICIPANTS? - 4 -

RISK FACTORS - 5 -

THE CONTRACT - 7 -

INVESTMENT OPTIONS – THE COVERED FUNDS - 7 -

MAXIM SECUREFOUNDATION BALANCED PORTFOLIO - 8 -

INVESTMENT OBJECTIVE - 8 - PRINCIPAL INVESTMENT STRATEGIES - 8 -

MAXIM SECUREFOUNDATION LIFETIME PORTFOLIOS - 9 -

INVESTMENT OBJECTIVE - 9 - PRINCIPAL INVESTMENT STRATEGIES - 9 -

ADDING AND REMOVING COVERED FUNDS - 9 -

IRA ROLLOVERS - 10 -

THE ACCUMULATION PHASE - 10 -

COVERED FUND VALUE - 10 - BENEFIT BASE - 11 - SUBSEQUENT CONTRACT CONTRIBUTIONS TO YOUR ACCOUNT - 11 - RATCHET DATE ADJUSTMENTS TO THE BENEFIT BASE - 11 - EXCESS WITHDRAWALS DURING THE ACCUMULATION PHASE - 12 - TYPES OF EXCESS WITHDRAWALS - 12 - TREATMENT OF A DISTRIBUTION DURING THE ACCUMULATION PHASE - 13 - LOANS - 13 - DEATH DURING THE ACCUMULATION PHASE - 13 -

THE GAW PHASE - 14 -

INSTALLMENTS - 14 -

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CALCULATION OF INSTALLMENT AMOUNT - 15 - INSTALLMENT FREQUENCY OPTIONS - 16 - VESTING - 16 - LUMP SUM DISTRIBUTION OPTION - 17 - SUSPENDING AND RE-COMMENCING INSTALLMENTS AFTER A LUMP SUM DISTRIBUTION - 17 - OPTIONAL RESETS OF THE GAW% DURING THE GAW PHASE - 17 - EFFECT OF EXCESS WITHDRAWALS DURING THE GAW PHASE - 18 - DEATH DURING THE GAW PHASE - 19 -

If the GLWB Participant Dies After the Initial Installment Date as a Sole Covered Person - 19 - If the GLWB Participant Dies After the Initial Installment Date while Joint Covered Person is Living - 19 -

THE SETTLEMENT PHASE - 19 -

EXAMPLES OF HOW THE GLWB WORKS - 19 -

GUARANTEE BENEFIT FEE - 22 -

WILL A GLWB PARTICIPANT PAY THE SAME AMOUNT (IN DOLLARS) FOR THE WITHDRAWAL GUARANTEE EVERY

MONTH? - 23 -

DIVORCE PROVISIONS UNDER THE CONTRACT - 24 -

DURING THE ACCUMULATION PHASE - 24 - DURING THE GAW PHASE - 25 -

If there is a Sole Covered Person - 25 - If there are two Covered Persons - 25 -

DURING THE SETTLEMENT PHASE - 25 -

EFFECT OF ANNUITIZATION - 25 -

ELECTION OF ANNUITY OPTIONS - 26 -

TERMINATION OF THE CONTRACT - 26 -

IF THE PLAN SPONSOR TERMINATES THE CONTRACT - 26 - IF GREAT-WEST TERMINATES THE CONTRACT - 26 - OTHER TERMINATION - 27 -

MISCELLANEOUS PROVISIONS - 27 -

PERIODIC COMMUNICATIONS TO GLWB PARTICIPANTS - 27 - AMENDMENTS TO THE CONTRACT - 27 - ASSIGNMENT - 27 - CANCELLATION - 27 - MISSTATEMENTS - 27 -

FINANCIAL CONDITION OF THE COMPANY - 27 -

TAXATION OF THE CONTRACT AND GLWB - 28 -

IN GENERAL - 28 - SECTION 403(B) CONTRACTS - 28 -



Table of Contents

ABOUT US - 30 -

SALES OF THE CONTRACTS - 30 -

ADDITIONAL INFORMATION - 31 -

OWNER QUESTIONS - 31 - RETURN PRIVILEGE - 31 - STATE REGULATION - 31 - EVIDENCE OF DEATH, AGE, GENDER, OR SURVIVAL - 31 -

LEGAL MATTERS - 31 -

EXPERTS - 31 -

WHERE YOU CAN FIND MORE INFORMATION - 32 -

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE - 32 -

DEFINITIONS - 33 -



Table of Contents

Great-West SecureFoundation Group Fixed Deferred Annuity Contract

Issued by:


Tel. (800) 537-2033

SUMMARY Preliminary Note Regarding Terms Used in This Prospectus.

Certain terms used in this prospectus have specific and important meanings. Some important terms are explained below, and in most cases the meaning of other important terms is explained the first time they are used in the prospectus. You will also find in the back of this prospectus a listing of all of the terms, with the meaning of each term explained.

We believe that in most cases the GLWB Participant will be the only Covered Person. Therefore, for ease of reference, most of the discussion in this prospectus assumes that the GLWB Participant is the only Covered Person. In some places in the prospectus, however, we explain how certain features of the GLWB differ if there are joint Covered Persons.

The following is a summary of the GLWB. You should read the entire prospectus in addition to this summary.

What is the GLWB?

The GLWB is the payment of guaranteed minimum lifetime income that the GLWB Participant will receive, regardless of how long the Covered Person lives or how the Covered Fund performs. The GLWB does not have a cash value. Provided all conditions of the Contract are met, if the value of the shares in the GLWB Participant’s Covered Fund (“Covered Fund Value”) equals zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Contract (e.g., custodian fees or advisory fees), and/or Guaranteed Annual Withdrawal(s) (“GAW”), we will make annual payments to the GLWB Participant for the rest of his life.

The amount of the GAW that you may take may increase from time to time based on the Covered Fund Value. It may also decrease if the GLWB Participant takes Excess Withdrawals (discussed below).

The guaranteed income that may be provided by the GLWB is based on the age and life of the Covered Person (or if there are joint Covered Persons, on the age of the younger joint Covered Person and the lives of both Covered Persons) as of the date

• The “Contract” is the Great-West SecureFoundation Group Fixed Deferred Contract issued by Great-West Life &

Annuity Insurance Company.

• “We,” “us,” “our,” “Great-West,” or the “Company” means Great-West Life & Annuity Insurance Company.

• “Covered Person” or “Covered Persons” means the person or persons, respectively, named in the Contract whose age is

used for certain important purposes under the Contract, including determining the amount of the guaranteed income that may be provided by the Contract. The GLWB Participant must be a Covered Person.

• “Covered Fund” or “Covered Funds” refer to the Maxim SecureFoundation Lifetime 2015 Portfolio, Maxim SecureFoundation Lifetime 2020 Portfolio, Maxim SecureFoundation Lifetime 2025 Portfolio, Maxim SecureFoundation Lifetime 2030 Portfolio, Maxim SecureFoundation Lifetime 2035 Portfolio, Maxim SecureFoundation Lifetime 2040 Portfolio, Maxim SecureFoundation Lifetime 2045 Portfolio, Maxim SecureFoundation Lifetime 2050 Portfolio, Maxim SecureFoundation Lifetime 2055 Portfolio, and the Maxim SecureFoundation Balanced Portfolio.

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we calculate the first Installment. A joint Covered Person must be the spouse of the GLWB Participant and the spouse must be the GLWB Participant’s sole beneficiary under the Retirement Plan.

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How much will the GLWB cost?

While the Contract is in force, a Guarantee Benefit Fee will be calculated and deducted from the Covered Fund Value on a monthly basis. It will be paid by redeeming the number of fund shares of the Covered Fund equal to the Guarantee Benefit Fee. The Guarantee Benefit Fee is calculated as a specified percentage of the Covered Fund Value at the time the Guarantee Benefit Fee is calculated. If we do not receive the Guarantee Benefit Fee (except during the Settlement Phase), including as a result of the failure of the Retirement Plan’s custodian to submit it to us, the GLWB will terminate as of the date that the fee is due. We will not provide notice prior to termination of the Contract or GLWB and we will not refund the Guarantee Benefit Fee paid upon termination of the Contract or GLWB.

The Guarantee Benefit Fee pays for the insurance protections provided by the Contract.

The guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge is shown below. The amount we currently charge is also shown below.

• The maximum Guarantee Benefit Fee, as a percentage of a GLWB Participant’s Covered Fund Value, on an annual

basis, is 1.5%.

• The minimum Guarantee Benefit Fee, as a percentage of a GLWB Participant’s Covered Fund Value, on an annual

basis, is 0.70%.

• The current Guarantee Benefit Fee, as a percentage of a GLWB Participant’s Covered Fund Value, on an annual

basis, is 0.90%.

We may change the current Guarantee Benefit Fee at any time within the minimum and maximum range described above upon thirty (30) days prior written notice to the GLWB Participant and the Plan Sponsor. We determine the Guarantee Benefit Fee based on observations of a number of experience factors, including, but not limited to, interest rates, volatility, investment returns, expenses, mortality, and lapse rates. As an example, if mortality experience improves faster than we have anticipated, and the population in general is expected to live longer than initially projected, we might increase the Guarantee Benefit Fee to reflect our increased probability of paying longevity benefits. However, improvements in mortality experience is provided as an example only, we reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience factors change (although we will never increase the fee above the maximum or decrease the fee below the minimum). We do not need the happening of any event before we may change the Guarantee Benefit Fee.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial and other services, and charges imposed by the Covered Funds.

Premium taxes may be applicable in certain states. Premium tax applicability and rates vary by state and may change. We reserve the right to deduct any such tax from premium when received.

Can the GLWB Participant cancel the GLWB?

The GLWB Participant may cancel the GLWB by causing the Covered Fund Value or the Benefit Base of each Covered Fund to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee. If the GLWB Participant cancels the GLWB, then the GLWB Participant will be prohibited from making any Transfer into the same Covered Fund for at least ninety (90) calendar days.

What happens if the Contract Owner/Plan Sponsor eliminates a Covered Fund from my Plan?

If your Plan Sponsors eliminates a Covered Fund from your Plan and transfers all Covered Fund assets to another Covered Fund offered in the Plan, Great-West will restore your GLWB Benefit Base and GAW, if applicable, to the same amounts as held by you prior to the transfer of the Covered Fund assets.

Can the Contract Owner/Plan Sponsor cancel the Contract?

As Contract Owner, the Plan Sponsor has the right to cancel the Contract upon 75 days written notice to us without additional charges. If the Plan Sponsor cancels the Contract, then the GLWB Participants in the Retirement Plan will lose their GLWB and all associated benefits. We will not return any portion of the Guarantee Benefit Fee that has been collected. However, for GLWB Participants that have reached the Settlement Phase on or before the date that the Plan Sponsor cancels the Contract, Installments will continue for as long as the GLWB Participant shall live.



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What protection does the GLWB provide?

The GLWB provides two basic protections to GLWB Participants who purchase the GLWB as a source or potential source of lifetime retirement income or other long-term purposes. Provided that certain conditions are met, the GLWB protects the GLWB Participant from:

Both of these risks increase as a result of poor market performance early in retirement. Point-in-time risk (which is the risk of retiring on the eve of a down market) significantly contributes to both longevity and income volatility risk.

The GLWB does not provide a guarantee that the Covered Fund or the GLWB Participant’s Account will retain a certain value or that the value of the Covered Fund or the GLWB Participant’s Account will remain steady or grow over time. Instead, it provides for a guarantee, under certain specified conditions, that regardless of the performance of the Covered Funds in the Account and regardless of how long the GLWB Participant lives, the GLWB Participant will be able to receive a guaranteed level of annual income for life. Therefore, it is important to understand that while the preservation of capital may be one of the GLWB Participant’s goals, the achievement of that goal is not guaranteed by the GLWB.

How does the GLWB work?

The GLWB has three phases: an “Accumulation Phase,” a “GAW Phase,” and a “Settlement Phase.”

The Installments that a GLWB Participant may receive when in the GAW Phase or Settlement Phase are determined by multiplying the vested Benefit Base by the GAW Percentage (GAW%), which is determined by the age of the Covered Person(s) as of the date we calculate the first Installment. As described in more detail below, the amount of the Installments may increase on an annual basis during the GAW Phase due to positive Covered Fund performance, and will decrease as a result of any Excess Withdrawals.

If the GLWB Participant withdraws any of his Covered Fund Value during the Accumulation Phase to satisfy any contribution limitation imposed under federal law, we will consider that to be an Excess Withdrawal. Any withdrawals to satisfy a GLWB Participant’s required distribution obligations under the Code will be considered an Excess Withdrawal if taken during the Accumulation Phase. As a result, those who will be subject to required minimum distributions should consider the appropriateness of this product. Each GLWB Participant should consult a qualified tax advisor regarding contribution limits and other tax implications. We will deem withdrawals taken during the GAW Phase to meet required minimum distribution requirements, in the proportion of the GLWB Participant’s Covered Fund Value to his overall Account balance (and not taking into account any other retirement balances of the GLWB Participant), to be within the contract limits for the Contract and will not treat such withdrawals as Excess Withdrawals.

• longevity risk, which is the risk that a GLWB Participant will outlive the assets invested in the Covered Fund;

and

• income volatility risk, which is the risk of downward fluctuations in a GLWB Participant’s retirement income

due to changes in market performance.

• The Accumulation Phase: During the Accumulation Phase, the GLWB Participant may make additional Contract Contributions to the Covered Fund, which establishes the Benefit Base (this is the sum of all Contract Contributions minus any withdrawals and any adjustments made on the “Ratchet Date” as described later in this prospectus), and take Distributions from the Account just as the GLWB Participant otherwise would be permitted to (although Excess Withdrawals will reduce the amount of the Benefit Base under the Contract). The GLWB Participant is responsible for managing withdrawals during the Accumulation Phase.

• The GAW Phase: After the GLWB Participant (or if there are joint Covered Persons, the younger joint Covered Person) has turned age 55, then the GLWB Participant can enter the GAW Phase and begin to take GAWs (which are annual withdrawals that do not exceed a specified amount) without reducing the Benefit Base. GAWs before age 59 /2 may result in certain tax penalties, and may not be permissible in certain circumstances.

• Settlement Phase: If the Covered Fund Value falls to zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the GLWB or Contract (e.g., custodian fees or advisory fees), and/or GAWs, the Settlement Phase will begin. During the Settlement Phase, we make Installments to the GLWB Participant for life. However, the Settlement Phase may never occur, depending on how long the GLWB Participant lives and how well the Covered Fund performs.

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How does the Contract Owner/Plan Sponsor apply for the Contract?

The Contract Owner/Plan Sponsor may apply for the Contract by completing an application or other form authorized by us and executing the Contract. The Contract Owner/Plan Sponsor is also required to add one or more Covered Funds to the eligible investment options for the Retirement Plan. If the application or form is accepted by us at our Administrative Office, we will issue a Contract to the Contract Owner/Plan Sponsor describing the rights and obligations under the Contract.

How does a Retir ement Plan participant elect the GLWB?

A Retirement Plan participant must elect the GLWB in connection with his purchase of shares of a Covered Fund in his Account under the Retirement Plan. However, the actual date of election of the GLWB will depend on which Covered Fund shares are purchased. For the SecureFoundation Lifetime Portfolios, a GLWB Participant will not be deemed to have actuallyelected the GLWB until the first business day of the year that is ten years prior to the date in the name of the fund. There is no minimum initial investment. Subject to federal tax law and Retirement Plan limitations on Section 403(b) contributions, a GLWB Participant may invest any amount in any Covered Fund. However, the Benefit Base is limited to $5,000,000. Any amount over $5,000,000 will not increase the GLWB Participant’s Benefit Base.

The GLWB may only be elected by participants in Retirement Plans that offer the Covered Funds.

What are the Designated Investment Options?

The following is a list of the currently available Covered Funds

Maxim SecureFoundation Lifetime 2015 Portfolio Maxim SecureFoundation Lifetime 2020 Portfolio Maxim SecureFoundation Lifetime 2025 Portfolio Maxim SecureFoundation Lifetime 2030 Portfolio Maxim SecureFoundation Lifetime 2035 Portfolio Maxim SecureFoundation Lifetime 2040 Portfolio Maxim SecureFoundation Lifetime 2045 Portfolio Maxim SecureFoundation Lifetime 2050 Portfolio Maxim SecureFoundation Lifetime 2055 Portfolio Maxim SecureFoundation Balanced Portfolio

In general, if the GLWB Participant purchases shares of one of the Covered Funds, the GLWB Participant is required to purchase the GLWB. However, the actual date of purchase will depend on which Covered Fund shares are purchased. For the SecureFoundation Lifetime Portfolios, the GLWB Participant will not be deemed to have purchased the GLWB until the first business day of the year that is ten years prior to the date in the name of the fund. Thus, it is possible to redeem the shares of a Maxim SecureFoundation Lifetime Portfolio prior to the date in which the GLWB Participant would have been deemed to have purchased the GLWB. For example, if a GLWB Participant purchases shares of the Maxim SecureFoundation Lifetime 2055 Portfolio today, he will not purchase the GLWB until January 3, 2045, will not have any rights or benefits under the GLWB until January 3, 2045, and will not be charged the Guarantee Benefit Fee until the end of January 2045 and, if the GLWB Participant chooses to redeem all of his shares prior to January 3, 2045, the GLWB Participant will not be charged the Guarantee Benefit Fee.

A GLWB Participant may also later decide not to maintain the GLWB. If so, the GLWB Participant will need to redeem all shares in the Covered Fund in order to cancel the GLWB. A GLWB Participant cannot remain invested in a Covered Fund without owning the GLWB.

Is the GLWB right for Retirement Plan participants?

The GLWB may be right for a Retirement Plan participant if he believes that he may outlive his retirement investments or is concerned about market risk. If a Retirement Plan participant believes that his retirement investments will be sufficient to provide for retirement expenses regardless of market performance or lifespan, then the GLWB may not be right for the Retirement Plan participant.

The GLWB does not protect the actual value of a Retirement Plan participant’s investments in the Account or guarantee the Covered Fund Value. For example, if a Retirement Plan participant invests $500,000 in a Covered Fund, and the Covered Fund Value has dropped to $400,000 on the Initial Installment Date, we are not required to add $100,000 to the Covered Fund

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Value. Instead, the GLWB guarantees that when a GLWB Participant reaches the Initial Installment Date, he may begin GAWs based upon a Benefit Base of $500,000, rather than $400,000 (so long as specified conditions are met).

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The GAWs are made from the GLWB Participant’s own investment. We start using our money to make Installments to aGLWB Participant only if the Covered Fund Value is reduced to zero due to Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the GLWB (e.g., custodian fees or advisory fees), and/or GAWs. We limit our risk under the GLWB in this regard by limiting the amount a GLWB Participant may withdraw each year to GAWs. If a GLWB Participant needs to take Excess Withdrawals, the GLWB Participant may not receive the full benefit of the GLWB. For further information, see “The Accumulation Phase – Excess Withdrawal During the Accumulation Phase” and “The GAW Phase – Excess Withdrawals During the Accumulation Phase.”

If the return on the Covered Fund Value over time is sufficient to generate gains that can sustain constant GAWs, then the GLWB would not have provided any financial gain. Conversely, if the return on the Covered Fund Value over time is not sufficient to generate gains that can sustain constant GAWs, then the GLWB would be beneficial.

Each Retirement Plan participant should discuss his investment strategy and risk tolerance with his financial advisor before electing to invest in Covered Funds and the GLWB.

RISK FACTORS

There are a number of risks associated with the Contract and GLWB as described below.

The guarantee that may be provided is contingent on several conditions being met. In certain circumstances a GLWB Participant may not realize a benefit from the GLWB.

• If the Plan Sponsor selects a new record keeper, the GLWB Participant may lose the entire benefit. Currently, the Contracts are only offered to Plan Sponsors of Retirement Plans that select Great-West as their record keeper. If the Plan Sponsor elects a new record keeper, it is likely that this will result in the termination of the Contract and the GLWB Participant will lose the entire benefit unless the GLWB Participant has already reached Settlement Phase. The Guarantee Benefit Fee will not be refunded.

• The Plan Sponsor may cancel the Contract or remove the Covered Funds. The GLWB is an investment option offered by the Retirement Plan and is contingent on the Retirement Plan offering one or more of the Covered Funds. The Plan Sponsor may elect to cancel the Contract at any time or remove the Covered Funds from the Retirement Plan’s investment options. If the Plan Sponsor takes either of these actions, the GLWB Participant will lose the entire benefit unless the GLWB Participant has already reached Settlement Phase. The Guarantee Benefit Fee will not be refunded.

• The GLWB Participant may die before receiving payments from us or may not live long enough to receive enough income to exceed the amount of the Guarantee Benefit Fees paid. If the GLWB Participant (assuming he is the sole Covered Person) dies before the Covered Fund Value is reduced to zero, the GLWB Participant will never receive anypayments under the Contract. Neither the Contract nor the GLWB has any cash value or provides a death benefit. Furthermore, even if the GLWB Participant begins to receive Installments in the Settlement Phase, the GLWB Participant may die before receiving an amount equal to or greater than the amount paid in Guarantee Benefit Fees.

• The Covered Funds may perform well enough so that the GLWB Participant may not need the guarantee that may otherwise be provided by the Contract. The Covered Funds are managed by a registered investment adviser, GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (“MCM”), a wholly owned subsidiary of Great-West. MCM manages the SecureFoundation Lifetime Portfolios to become more conservative as time goes on, which may minimize the likelihood that the GLWB Participant will experience a significant loss of capital at an advanced age. MCM also has the flexibility to manage the SecureFoundation Balanced Portfolio conservatively. Therefore, there is a good chance that the Covered Funds will perform well enough that GAWs will not reduce Covered Fund Value to zero. As a result, the likelihood that we will make payments to the GLWB Participant is minimal. In this case, the GLWB Participant will have paid us the Guarantee Benefit Fee for the life of the GLWB and received no payments in the Settlement Phase in return.

• The GLWB Participant may need to make Excess Withdrawals, which have the potential to substantially reduce or even terminate the benefits available under the Contract. Because personal financial needs can arise unpredictably (e.g., unexpected medical bills), the GLWB Participant may need to make a withdrawal from a Covered Fund before the start of the GAW Phase or following the start of the GAW Phase in an amount larger than the GAW. These types of withdrawals are Excess Withdrawals that will reduce or eliminate the guarantee

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that may otherwise be provided by the Contract. There is no provision under the Contract to cure any decrease in the benefits due to Excess Withdrawals. To avoid making Excess Withdrawals, the GLWB Participant will need to carefully manage any withdrawals. The Contract does not require us to warn the GLWB Participant of Excess Withdrawals or other actions with adverse consequences.

• The GLWB Participant may choose to cancel the GLWB prior to a severe market downturn. The GLWB is designed to protect the GLWB Participant from outliving the assets in the Covered Fund. If the GLWB Participant terminates the GLWB before reaching the GAW Phase or Settlement Phase, we will not make payments to the GLWB Participant, even if subsequent Covered Fund performance reduces the Covered Fund Value to zero.

• The GLWB Participant might not begin making GAWs at the most financially beneficial time. Because of decreasing life expectancy as one ages, in certain circumstances, the longer the GLWB Participant waits to start taking GAWs, the less likely it is that the GLWB Participant will benefit from the GLWB. On the other hand, the earlier the GLWB Participant begins taking GAWs, the lower the GAW Percentage the GLWB Participant will receive and therefore the lower the GAWs (if any) will be. Because of the uncertainty of how long the GLWB Participant will live and how theGLWB Participant’s investments will perform over time, it will be difficult to determine the most financially beneficial time to begin making GAWs.

• If the GLWB Participant moves his assets out of the Retirement Plan, the GLWB Participant may never receive a benefit from the GLWB. The GLWB is currently available to participants in certain Section 403(b) Plans. The Contract is entered into by the Plan Sponsor. If the GLWB Participant moves his assets out of the Retirement Plan, such as by a full distribution of all of the assets in the Plan, or moves to an IRA provider that does not offer the GLWB, the GLWB Participant will cause the GLWB to terminate. In that case, the GLWB Participant may never receive a benefit from the GLWB, and the Guarantee Benefit Fee will not be refunded. See “IRA Rollovers” for further information on how to maintain the Benefit Base after an IRA rollover.

• We reserve the right to increase the Guarantee Benefit Fee at any time. If we increase the Guarantee Benefit Fee,

then depending upon how long the GLWB Participant lives, the GLWB Participant may not receive enough income to exceed the amount of total fees paid.

• The deduction of the Guarantee Benefit Fee each month will negatively affect the growth of the Covered Fund Value. The growth of the Plan account value is likely important to the GLWB Participant because the GLWB Participant may never receive Installments during Settlement Phase. Therefore, depending on how long the GLWB Participant lives and how other investment options available to the GLWB Participant under the Retirement Plan perform, the GLWB Participant may be financially better off without electing the Covered Funds and GLWB.

• The Contract limits the GLWB Participant’s investment choices. Only certain funds are available under theContract. These Covered Funds may be managed in a more conservative fashion than other mutual funds available to the GLWB Participant. If the GLWB Participant does not elect the GLWB, it is possible that the GLWB Participant may invest under the Retirement Plan in other mutual funds (or other types of investments) that experience higher growth or lower losses, depending on the market, than the Covered Funds experience. It is impossible to know how various investments will fare on a comparative basis.

• Covered Funds may become ineligible. If the Covered Fund that the GLWB Participant invests in becomes ineligible for the Contract, the GLWB Participant will be forced to Transfer the Covered Fund Value to another Covered Fund. We reserve the right to designate Covered Funds that were previously eligible for use with the Contract as ineligible for use with the Contract, for any reason including due to changes to their investment objectives. In the event that all Covered Funds become ineligible or are liquidated, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund may result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%. The Guarantee Benefit Fee will not be refunded if the Covered Funds become ineligible or are liquidated.

• We may terminate the Contract upon 75 days written notice to the Contract Owner. If we terminate the Contract, such termination will not adversely affect the GLWB Participant’s rights under the Contract, except that we will not permit additional Contributions to the Covered Fund. However, we will accept reinvested dividends and capital gains.The GLWB Participant will still be obligated to pay the Guarantee Benefit Fee.



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• The Contract will terminate if the Guaranteed Benefit Fee is not paid. If we do not receive the Guarantee Benefit Fee

(except during the Settlement Phase), including as a result of the failure of the Retirement Plan custodian to submit it to us, the Contract will terminate as of the date that the fee is due.



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The GLWB Participant’s receipt of payments from us is subject to our claims paying ability.

Currently, our financial strength is rated by three nationally recognized statistical rating organizations (“NRSRO”), ranging from superior to excellent to very strong. Our ratings reflect the NRSROs’ opinions that we have a superior, excellent, or a very strong ability to meet our ongoing obligations. An excellent and very strong rating means that we may have somewhat larger long-term risks than higher rated companies that may impair our ability to pay benefits payable on outstanding insurance policies on time. The financial strength ratings are the NRSROs’ current opinions of our financial strength with respect to our ability to pay under our outstanding insurance policies according to their terms and the timeliness of payments. The NRSRO ratings are not specific to the Contract or Certificate.

Information on our financial condition is available by reviewing our Form 10-K and Form 10-Qs, which are the periodic reports that we file with the Securities and Exchange Commission pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934. For further information, see “Financial Condition of the Company” later in this prospectus.

There may be tax consequences associated with the Contract.

Other Information

THE CONTRACT

The Contract is a group fixed deferred annuity contract. The GLWB is offered only to Retirement Plan participants whose assets are invested in one or more Covered Funds. The Contract is designed for Retirement Plan participants who intend to use the investments in the Covered Fund in their Account as the basis for periodic withdrawals (such as systematic withdrawal programs involving regular annual withdrawals of a certain percentage of the Covered Fund Value) to provide income payments for retirement or for other purposes. For more information about the Covered Funds, each Retirement Plan participant should talk to his advisor and review the accompanying prospectuses for the Covered Funds.

Provided that specified conditions are met, the Contract provides for a guaranteed income over the remaining life of the GLWB Participant (or, if these are joint Covered Persons, the remaining lives of both joint Covered Persons), should the Covered Fund Value equal zero as a result of GAWs, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Contract (e.g., custodian fees or advisory fees), and/or Covered Fund performance.

INVESTMENT OPTIONS – THE COVERED FUNDS

The Contract provides protection relating to Covered Funds by ensuring that, regardless of how the Covered Fund(s) actually performs or the actual Covered Fund Value when the GLWB Participant begins GAWs for retirement or other purposes, the GLWB Participant will receive predictable income payments for as long as the GLWB Participant lives so long as specified conditions are met.

• Any payments we are required to make to the GLWB Participant under the Contract will depend on our long-term ability to make such payments. We will make all payments under the Contract in the Settlement Phase from our general account, which is not insulated from the claims of our third party creditors. Therefore, the GLWB Participant’s receipt of payments from us is subject to our claims paying ability.

• The Contract is novel and innovative and, to date, the tax consequences of the GLWB have not been addressed in published legal authorities. A prospective GLWB Participant should consult a tax advisor before electing the Covered Funds and GLWB. See “Taxation of the Contract and GLWB” later in this prospectus for further discussion of tax issues relating to the GLWB.

• You should be aware of various regulatory protections that do and do not apply to the Contract. The Contract is registered in accordance with the Securities Act of 1933. The issuance and sale of the Contract must be conducted in accordance with the requirements of the Securities Act of 1933. We are also subject to applicable periodic reporting requirements and other requirements imposed by the Securities Exchange Act of 1934.

• We are neither an investment company nor an investment adviser and do not provide investment advice in connection with the Contract. Therefore, we are not governed by the Investment Advisers Act of 1940 (the “Advisers Act”) or the Investment Company Act of 1940 (the “1940 Act”). Accordingly, the protections provided by the Advisers Act and the 1940 Act are not applicable with respect to our sale of the Contract.



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In general, if the GLWB Participant purchases shares of one of the Covered Funds in his Account, the GLWB Participant is required to purchase the GLWB. The actual date of purchase of the GLWB will depend on which Covered Fund shares are purchased. For the SecureFoundation Lifetime Portfolios, the GLWB is not actually purchased until the first Business Day of the year that is ten years prior to the date in the name of the fund, which is known as the “Guarantee Trigger Date.” (The Guarantee Trigger Date is also your Election Date.) Thus, it is possible to redeem the shares of a SecureFoundation Lifetime Portfolio prior to the Guarantee Trigger Date. For example, if the GLWB Participant purchases shares of the Maxim SecureFoundation Lifetime 2055 Portfolio, the GLWB will not be purchased until January 3, 2045, the GLWB Participant will not have any rights or benefits under the GLWB until January 3, 2045, and the GLWB Participant will not be charged the Guarantee Benefit Fee until the end of January 2045, and if the GLWB Participant chooses to redeem all of the shares prior to January 3, 2045, he will not be charged the Guarantee Benefit Fee.

If the GLWB Participant later decides that he does not want to maintain the GLWB, he will need to redeem all of his shares in the Covered Fund in order to cancel the GLWB. The GLWB Participant cannot remain invested in a Covered Fund without owning the GLWB.

The Covered Funds will be held in an Account maintained pursuant to the Retirement Plan. The Company issues the Contracts, but the Company is not the GLWB Participant’s investment adviser and does not provide investment advice to the GLWB Participant in connection with the GLWB.

As described in more detail in the Covered Fund prospectuses, in addition to the Guarantee Benefit Fee, there are certain fees and charges associated with the Covered Funds, which may reduce the Covered Fund Value. These fees may include management fees, distribution fees, acquired fund fees and expenses, redemption fees, exchange fees, advisory fees, and/or administrative fees.

The following information about the Covered Funds is only a summary of important information that the GLWB Participant should know. More detailed information about the Covered Funds’ investment strategies and risks are included in each Covered Fund’s prospectus. Please read that separate prospectus carefully before investing in a Covered Fund.

MAXIM SECUREFOUNDATION BALANCED PORTFOLIO

The portfolio is designed for investors seeking a professionally designed asset allocation program to simplify the accumulation of assets prior to retirement together with the potential benefit of the guarantee that may be provided by the Contract. The portfolio strives to provide shareholders with a high level of diversification primarily through both a professionally designed asset allocation model and professionally selected investments in underlying portfolios (the “Underlying Portfolios”). The intended benefit of asset allocation is diversification, which is expected to reduce volatility over the long-term.

The portfolio is a “fund of funds” that pursues its investment objective by investing in other mutual funds, including Underlying Portfolios that may or may not be affiliated with the Maxim SecureFoundation Balanced Portfolio, cash and cash equivalents.

The portfolio has two classes of shares, Class G shares and Class G1 shares. Each class is identical except that Class G1 shares have a distribution or “Rule 12b-1” plan. The distribution plan provides for a distribution fee. Because the distribution fee is paid out of Class G1’s assets on an ongoing basis, over time these fees will increase the cost of the investment and may cost more than paying other types of sales charges.

Investment Objective.

The portfolio seeks long-term capital appreciation and income.

Principal Invest ment Strategies.

Under normal conditions, the portfolio will invest 50-70% of its net assets (plus the amount of any borrowings for investment purposes) in Underlying Portfolios that invest primarily in equity securities and 30-50% of its net assets (plus the amount of any borrowings for investment purposes) in Underlying Portfolios that invest primarily in fixed income securities.

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MAXIM SECUREFOUNDATION LIFETIME PORTFOLIOS

There are nine separate SecureFoundation Lifetime Portfolios. These are the:

Maxim SecureFoundation Lifetime 2015 Portfolio Maxim SecureFoundation Lifetime 2020 Portfolio Maxim SecureFoundation Lifetime 2025 Portfolio Maxim SecureFoundation Lifetime 2030 Portfolio Maxim SecureFoundation Lifetime 2035 Portfolio Maxim SecureFoundation Lifetime 2040 Portfolio Maxim SecureFoundation Lifetime 2045 Portfolio Maxim SecureFoundation Lifetime 2050 Portfolio Maxim SecureFoundation Lifetime 2055 Portfolio

Each Maxim SecureFoundation Lifetime Portfolio provides an asset allocation strategy and is designed to meet certain investment goals based on an investor’s investment horizon (such as projected retirement date) and personal objectives.

Each Maxim SecureFoundation Lifetime Portfolio is a “fund of funds” that pursues its investment objective by investing in other mutual funds, including mutual funds that may or may not be affiliated with the SecureFoundation Lifetime Portfolios (collectively, “Underlying Portfolios”), a fixed interest contract issued and guaranteed by GWL&A (the “GWL&A Contract”), cash, and cash equivalents. The SecureFoundation Lifetime Portfolios use asset allocation strategies to allocate assets among the Underlying Portfolios.

The Maxim SecureFoundation Lifetime Portfolios have two classes of shares, Class G shares and Class G1 shares. Each class is identical except that Class G1 shares have a distribution or “Rule 12b-1” plan. The distribution plan provides for a distribution fee. Because the distribution fee is paid out of Class G1’s assets on an ongoing basis, over time these fees will increase the cost of the investment and may cost more than paying other types of sales charges.


Each Maxim SecureFoundation Lifetime Portfolio seeks long-term capital appreciation and income consistent with its current asset allocation.

Principal Investment Strategies.

Each Maxim SecureFoundation Lifetime Portfolio seeks to achieve its objective by investing in a professionally selected mix of Underlying Portfolios that is tailored for investors planning to retire in, or close to, the year designated in the name of the Maxim SecureFoundation Lifetime Portfolio. Depending on its proximity to the year designated in the name of the Maxim SecureFoundation Lifetime Portfolio, each Maxim SecureFoundation Lifetime Portfolio employs a different combination of investments among different Underlying Portfolios in order to emphasize, as appropriate, growth, income, and/or preservation of capital. Over time until the Guarantee Trigger Date, each Maxim SecureFoundation Lifetime Portfolio’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth. Once a Maxim SecureFoundation Lifetime Portfolio reaches its Guarantee Trigger Date, the asset allocation between equity and fixed-income investments is anticipated to become relatively static, subject to any revisions to the asset classes, asset allocations, and Underlying Portfolios made by Maxim Capital Management, LLC. After its Guarantee Trigger Date, it is anticipated that each Maxim SecureFoundationLifetime Portfolio will invest 50-70% of its net assets in Underlying Portfolios that invest primarily in equity securities and 30-50% of its net assets in Underlying Portfolios that invest primarily in fixed income securities.

ADDING AND REMOVING COVERED FUNDS

We may, without the consent of the GLWB Participant or the Contract Owner, offer new Covered Fund(s) or cease offering Covered Fund(s). We will notify the Contract Owner whenever the Covered Fund(s) are changed. If we cease offering a Covered Fund in which the GLWB Participant is invested, then the GLWB Participant will be forced to Transfer the Covered Fund Value to another Covered Fund. In the event that we cease offering all of the Covered Funds, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund, may result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%. If the Plan Sponsor removes a Covered Fund, we are not obligated to designate a new Covered Fund.

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IRA ROLLOVERS

If the SecureFoundation Group Fixed Deferred Annuity Certificate (or individual contract in certain states) that we issue in connection with IRAs (the “IRA Certificate”) has been approved in the GLWB Participant’s state of residence and he or she is eligible and permitted by the terms of his or her Retirement Plan documents, the GLWB Participant may rollover the proceeds of his or her tax deferred Retirement Plan, including the GLWB, to his or her IRA. To preserve the GLWB in the rollover, the IRA provider must offer one or more of the Covered Funds and the IRA Certificate. If the rollover is from a tax-deferred Retirement Plan and the GLWB Participant has previously elected the GLWB as part of his or her investments in the tax-deferred Retirement Plan, the new Benefit Base may be equal to the Benefit Base as it existed under the GLWB Participant’s prior tax-deferred Retirement Plan immediately prior to the rollover. The new Benefit Base after the IRA rollover will only equal the Benefit Base the GLWB Participant had under the tax-deferred Retirement Plan, if the GLWB Participant: (a) invests the rollover or transfer proceeds covered by the Contract immediately prior to distribution from the tax-deferred Retirement Plan in the Covered Fund(s); (b) invest in a corresponding Covered Fund approved by Great-West, as described in the prospectus for the IRA Certificate, except if the GLWB Participant is in the Settlement Phase; and (c) the GLWB Participant Requests the restoration of the Benefit Base as it existed under the Retirement Plan. To maintain the same Benefit Base, the GLWB Participant must be in the same Phase that the GLWB Participant was in at the time of the rollover or transfer after the rollover or transfer is complete. If the GLWB Participant does not meet these requirements, a new benefit base will be established that is equal to the Covered Fund Value as of the date of the rollover and the Guarantee Benefit Fee will be calculated as a percentage of the Covered Fund Value.

The GLWB Participant’s new Covered Fund Value after the IRA rollover will initially equal the Covered Fund Value as of the date of the rollover. We will calculate the GLWB Participant’s Guarantee Benefit Fee as a specified percentage of the Covered Fund Value.

THE ACCUMULATION PHASE

As stated previously in this prospectus, the Contract has three phases: an “Accumulation Phase,” “GAW Phase,” and “Settlement Phase.” The Accumulation Phase is described in the following section of this prospectus.

The Accumulation Phase is the period of time between the Election Date, which is the date the GLWB Participant purchases the GLWB, and the first day of the GAW Phase. During this Phase, the GLWB Participant will establish the GLWB Participant’s Benefit Base which will be used later to determine the amount of GAWs.

Covered Fund Value.

The GLWB Participant’s Covered Fund Value is the aggregate value of the shares in each Covered Fund held in the GLWB Participant’s Account. If the GLWB Participant’s Covered Fund Value is reduced to zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Contract ( e.g., custodian fees or advisory fees), and/or GAWs, we will make annual payments to the GLWB Participant for the rest of his life. See “TheSettlement Phase” below. The GLWB Participant’s Covered Fund Value also determines the amount of the Guarantee Benefit Fee we deduct. See “Guarantee Benefit Fee” below.

The GLWB Participant’s Covered Fund Value is an actual cash value separate from the Benefit Base (which is only used to calculate Installment Payments during the GAW Phase and the Settlement Phase). The GLWB Participant’s Covered Fund Value and Benefit Base may not be equal to one another.

We do not increase or decrease the GLWB Participant’s Covered Fund Value. Rather, the GLWB Participant’s Covered Fund Value is increased or decreased in the same manner that all mutual fund values increase or decrease. For example, reinvested dividends, settlements, and positive Covered Fund performance (including capital gains)) will increase the GLWB Participant’s Covered Fund Value, and fees and expenses associated with the Covered Funds and negative Covered Fund performance (including capital losses) will decrease the GLWB Participant’s Covered Fund Value.

The GLWB Participant’s Covered Fund Value will also increase each time the GLWB Participant purchases additional fund shares, such as by making a Contract Contribution, and will decrease each time the GLWB Participant redeems shares, such as through payment of the Guarantee Benefit Fee or as a result of Distributions, Excess Withdrawals, Installments, and Transfers from a Covered Fund to another investment option offered under the Retirement Plan (other than another Covered Fund).

The GLWB Participant’s Covered Fund Value is not affected by any Ratchet or Reset of the Benefit Base (described below).

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Benefit Base.

The GLWB Participant’s Benefit Base is separate from the Covered Fund Value. It is not a cash value. Rather, the GLWB Participant’s Benefit Base is used to calculate Installment Payments during the GAW Phase and the Settlement Phase. The GLWB Participant’s Benefit Base and Covered Fund Value may not be equal to one another.

On the GLWB Participant’s Election Date, the initial Benefit Base is equal to the GLWB Participant’s Covered Fund Value on that date. Each Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base cannot be transferred to another Covered Fund unless we require a Transfer as a result of the Covered Fund being eliminated or liquidated.

A few things to keep in mind regarding the Benefit Base:

Subsequent Contract Contributions to Your Account.

During the Accumulation Phase, the GLWB Participant may make additional Contract Contributions to the Covered Funds in addition to the initial Contract Contribution. Subject to the requirements of federal tax law and the terms of the Retirement Plan, subsequent Contract Contributions can be made by cash deposit, Transfers, or rollovers from certain other retirement accounts. Additional Contract Contributions may not be made after the Accumulation Phase ends.

All additional Contract Contributions made after the Election Date will increase the Benefit Base dollar-for-dollar on the date the Contract Contribution is made. We will not consider the additional purchase of shares of a Covered Fund through reinvested dividends, capital gains, and/or settlements to be a Contract Contribution. However, they will increase the Covered Fund Value.

Great-West reserves the right to refuse additional Contract Contributions at any time and for any reason. If Great-West refuses additional Contract Contributions, the GLWB Participant will retain all other rights under the GLWB.

Ratchet Date Adju stments to the Benefit Base.

During the Accumulation Phase, the Benefit Base will be evaluated and, if necessary, adjusted on an annual basis. This is known as the Ratchet Date and it occurs on the anniversary of the Election Date. It is important to be aware that even though the GLWB Participant’s Covered Fund Value may increase throughout the year due to dividends, capital gains, or settlements from the underlying Covered Fund, the Benefit Base will not similarly increase until the next Ratchet Date. Unlike Covered Fund Value, the GLWB Participant’s Benefit Base will never decrease solely due to negative Covered Fund performance.

On each Ratchet Date during the Accumulation Phase, the Benefit Base is automatically adjusted (“ratcheted”) to the greater of:

• We increase the GLWB Participant’s Benefit Base on a dollar-for-dollar basis each time the GLWB Participant makes a

Contribution.

• We decrease the GLWB Participant’s Benefit Base on a proportionate basis each time the GLWB Participant makes an

Excess Withdrawal.

• On each Ratchet Date (described below), we will increase the GLWB Participant’s Benefit Base to equal the GLWB Participant’s current Covered Fund Value if the GLWB Participant ‘s Covered Fund Value is greater than the GLWB Participant’s Benefit Base. (If so, the GLWB Participant’s Benefit Base will then reflect positive Covered Fund performance.)

• The Benefit Base is used only for purposes of calculating the GLWB Participant’s Installment Payments during the GAW

Phase and the Settlement Phase. It has no other purpose. The Benefit Base does not provide and is not available as a cash value or settlement value.

• It is important that the GLWB Participant does not confuse the Benefit Base with the Covered Fund Value.

• During the Accumulation Phase and the GAW Phase, the Benefit Base will be re-calculated each time the GLWB

Participant makes a Contract Contribution or Excess Withdrawal, as well as on an annual basis as described below, which is known as the Ratchet Date.

• The maximum Benefit Base is $5,000,000.



(a) the current Benefit Base; or

(b) the current Covered Fund Value.

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Excess Withdrawals During the Accumulation Phase.

Because the GLWB is held in the Account, the GLWB Participant may make withdrawals or change the GLWB Participant’s Account investments at any time and in any amount that the GLWB Participant wishes, subject to any federal tax limitations or Retirement Plan limitations. During the Accumulation Phase, however, any withdrawals or Transfers from the GLWB Participant’s Covered Fund Value will be categorized as Excess Withdrawals. Any withdrawals to satisfy the GLWB Participant’s required distribution obligations under the Code will be considered an Excess Withdrawal if taken during the Accumulation Phase.

The GLWB Participant should carefully consider the effect of an Excess Withdrawal on both the Benefit Base and the Covered Fund Value during the Accumulation Phase, as this may affect the GLWB Participant’s future benefits under the Contract. In the event the GLWB Participant decides to take an Excess Withdrawal, as discussed below, the GLWB Participant’s Covered Fund Value will be reduced dollar-for-dollar in the amount of the Excess Withdrawal. The Benefit Base will be reduced at the time the Excess Withdrawal is made by the ratio of the Covered Fund Value after the Excess Withdrawal reduction is applied. Accordingly, the GLWB Participant’s Benefit Base could be reduced by more than the amount of the withdrawal.

Example of Ratchet Date Adjustments during the Accumulation Period Assume the following: Benefit Base on Election Date (of January 2, 2013) = $100,000 Covered Fund Value on Election Date = $100,000 Increase in Covered Fund Value due to Dividends and Capital Gains paid July 1, 2013 = $5,000 Covered Fund Value on July 1, 2013 = $105, 000 Benefit Base on July 1, 2013 = $100,000 No other Contract Contributions, Dividends, or Capital Gains are paid for the rest of the year. Covered Fund Value on January 2, 2014 = $105,000 So, because the Covered Fund Value is greater than the Benefit Base on the Ratchet Date (January 2, 2014), the Benefit Base is adjusted to $105,000 effective January 2, 2014.

Example of Effects of an Excess Withdrawal taken during the Accumulation Period Assume the following: Covered Fund Value before the Excess Withdrawal adjustment = $50,000 Benefit Base = $100,000 Excess Withdrawal amount: $10,000 So, Covered Fund Value after adjustment= $50,000 - $10,000 = $40,000



Covered Fund Value adjustment = $40,000/$50,000 = 0.80 Adjusted Benefit Base = $100,000 x 0.80 = $80,000



Types of Excess Wi thdrawals.

A Distribution or Transfer during the Accumulation Phase is considered an Excess Withdrawal. An Excess Withdrawal will reduce the GLWB Participant’s Benefit Base and Covered Fund Value. A Distribution occurs when money is paid to the GLWB Participant from the Covered Fund Value. A Transfer occurs when the GLWB Participant transfers money from a Covered Fund to another investment. A Transfer will occur even if you transfer money from one Covered Fund to a different Covered Fund in the Retirement Plan. If the GLWB Participant Transfers any amount out of out of the Maxim SecureFoundation Balanced Portfolio or the SecureFoundation Lifetime Portfolios after the Guarantee Trigger Date, then the GLWB Participant will be prohibited from making any Transfers into the same Covered Fund for at least ninety (90) calendar days.

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Note: The Contract does not require us to warn the GLWB Participant or provide the GLWB Participant with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving the GLWB Participant’s Covered Fund. The GLWB Participant should carefully monitor his Covered Fund, any withdrawals from his Covered Fund, and any changes to the GLWB Participant’s Benefit Base. The GLWB Participant may contact us at 1-866-317-6586 for information about the GLWB Participant’s Benefit Base.

Treatment of a Distribution During the Accumulation Phase.

At the time of any partial or periodic Distribution, if the Covered Person is 55 years of age or older, the GLWB Participant may elect to begin the GAW Phase (as described below) and begin receiving GAWs at that time. If the GLWB Participant chooses not to begin the GAW Phase, the Distribution will be treated as an Excess Withdrawal and will reduce the GLWB Participant’s Covered Fund Value and your Benefit Base (as described above).

If the Covered Person is not yet 55 years old, then any partial or periodic Distribution will be treated as an Excess Withdrawal as described above.

Any Distribution made during the Accumulation Phase to satisfy any contribution limitation imposed under federal law will be considered an Excess Withdrawal at all times. The GLWB Participant should consult a qualified tax advisor regarding contribution limits and other tax implications.

Loans.

During the Accumulation Phase, the GLWB Participant may take a loan on his or her Account, if allowed by the Retirement Plan and the Code.

Any amount withdrawn from the Covered Fund Value to fund the loan will be treated as an Excess Withdrawal. Loan repayments to the Covered Fund will increase the Benefit Base dollar-for-dollar and are invested in the Covered Fund dollar-for-dollar. If the loan reduces the Covered Fund Value to zero, Transfer(s) will not be permitted into the same Covered Fund for at least ninety (90) calendar days after the loan, but the GLWB Participant may continue to direct other Contract Contributions into the Covered Fund and establish a new Election Date.

If a Retirement Plan loan is outstanding that affects the Covered Fund Value, the GLWB Participant must repay the Plan loan before the GAW Phase can begin and Installments are paid. Retirement Plan loans cannot be made from Covered Fund Value during GAW Phase or Settlement Phase.

Death During the Accumulation Phase.

If a GLWB Participant dies during the Accumulation Phase, then the GLWB will terminate and the Covered Fund Value will be paid to the Beneficiary in accordance with the terms of the Retirement Plan and the Code (unless an election is permitted and made by a Beneficiary that is the spouse of the GLWB Participant). A Beneficiary that is the spouse of the GLWB Participant may choose either to:

In either situation, the spouse Beneficiary shall become a GLWB Participant and the Ratchet Date will be the date when his or her Account is established.

If permitted by the Retirement Plan and the Code, a Beneficiary who is not the spouse of the GLWB Participant cannot elect to maintain the current Benefit Base, but may elect to establish a new GLWB. The Benefit Base and Election Date will be based on the current Covered Fund Value on the date his or her Account is established.

To the extent to that the Beneficiary becomes a GLWB Participant, he or she will be subject to all terms and conditions of the Contract, the Retirement Plan, and the Code. Any election made by Beneficiary pursuant to this section is irrevocable.

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• become a new GLWB Participant and maintain the deceased GLWB Participant’s current Benefit Base (or

proportionate share if multiple Beneficiaries) as of the date of death; or

• establish a new Account with a new Benefit Base based on the current Covered Fund Value on the date of the

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THE GAW PHASE

The GAW Phase begins when the GLWB Participant elects to receive GAWs under the Contract. The GAW Phase continues until the Covered Fund Value reaches zero and the Settlement Phase begins.

The GAW Phase cannot begin until all Covered Persons attain age 55 and are eligible to begin distributions under the Retirement Plan and the Code. If the GLWB Participant is still in the employment of the Plan Sponsor, the Code generally does not permit distributions to commence prior to age 59-1/2. The Retirement Plan and the Code may impose other limitations on distributions. Distributions prior to age 59-1/2 may be subject to a penalty tax. Installments will not begin until Great-West receives appropriate and satisfactory information about the age of the Covered Person(s) in good order and in manner reasonably satisfactory to Great-West.

In order to initiate the GAW Phase, the GLWB Participant must submit a written Request to Great-West. At that time, the GLWB Participant must provide sufficient documentation for Great-West to determine the age of each Covered Person.

Because the GAW Phase cannot begin until all Covered Persons under the GLWB attain age 55, any Distributions taken before then will be considered Excess Withdrawals and will be deducted from the Covered Fund Value and Benefit Base. See “Accumulation Phase” for more information. No Contract Contributions may be made to the Covered Fund(s) on and after the Initial Installment Date, which is the date that GAWs begin.

Because of decreasing life expectancy as the GLWB Participant ages, in certain circumstances, the longer the GLWB Participant waits to start taking GAWs, the less likely it is that the GLWB Participant will benefit from the GLWB. On the other hand, the earlier the GLWB Participant begins taking GAWs, the lower the GAW Percentage the GLWB Participant will receive and therefore the lower the GLWB Participant’s GAWs (if any) will be. The GLWB Participant should talk to his advisor before initiating the GAW Phase to determine the most financially beneficial time for the GLWB Participant to begin taking GAWs.

Installments.

It is important that you understand how the GAW is calculated because it will affect the benefits the GLWB Participant receives under the Contract. Once the GAW Phase has been initiated and the age of the Covered Person(s) is verified, we will determine the amount of the GAW.

To determine the amount of the GAW, we will compare the vested portion of the current Benefit Base to the current Covered Fund Value on the Initial Installment Date. To determine the vested portion of (“Vested %”) of the Benefit Base, the vested portion of each Covered Fund is divided by the total Covered Fund Value. If the GLWB Participant is less than fully vested, the GAW will be based upon the Vested % of the Covered Fund Value and Benefit Base. If the vested Covered Fund Value is greater than the Vested % of the Benefit Base, we will increase the Benefit Base to equal the vested Covered Fund Value, and the GAW will be based on the increased Benefit Base amount. See “The GAW Phase – Vesting” below.

During the GAW Phase, the GLWB Participant’s Benefit Base will receive an annual adjustment or “ratchet” just as it did during the Accumulation Phase. The GLWB Participant’s Ratchet Date will become the anniversary of Initial Installment Date and will no longer be the anniversary of the Election Date.

Just like the Accumulation Phase, the Benefit Base will be automatically adjusted on an annual basis, on the Ratchet Date, to the greater of:



The GLWB Participant’s Benefit Base is used to calculate the GAW he receives. However, even though the Benefit Base is adjusted annually, the GAW% will not change unless the GLWB Participant requests a Reset of the GAW%. See “The GAWPhase—Optional Resets of the GAW% During the GAW Phase” below.

It is important to note that Installments during the GAW Phase will reduce the GLWB Participant’s Covered Fund Value on a dollar-for-dollar basis, but they will not reduce the GLWB Participant’s Benefit Base.

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Calculation of Installment Amount.

The GAW% is based on the age of the Covered Person(s) as of the date we calculate the first Installment. If there are two Covered Persons the percentage is based on the age of the younger Covered Person.

The GAW is based on a percentage of the Benefit Base pursuant to the following schedule:

The GAW will then be calculated by multiplying the Benefit Base by the GAW%. The amount of the Installment equals the GAW divided by the number of payments per year under the elected Installment Frequency Option, as described below.

Sole Covered Person Joint Covered Person4.0% for life at ages 55-64 3.5% for youngest joint life at ages 55-645.0% for life at ages 65-69 4.5% for youngest joint life at ages 65-696.0% for life at ages 70-79 5.5% for youngest joint life at ages 70-797.0% for life at ages 80+ 6.5% for youngest joint life at ages 80+

Numerical Example of GAW Calculation Assume the following: Sole Covered Person - 100% VestedAge of Covered Person at Initial Installment Date: 60Covered Fund Value = $120,000Current Benefit Base = $115,000Adjusted Benefit Base at Initial Installment Date = $120,000*GAW% based on Age = 4.0% GAW% x Vested % x = 4.0% x $120,000 = $4,800Installment Frequency = Monthly (12 payments per year) So GAW/Installment Frequency = $4,800/12 = $400The monthly Installment will be $400

Numerical Example of GAW Calculation, Joint Covered Persons Assume the following: Joint Covered Persons - 100% VestedAge of primary Covered Person at Initial Installment Date: 65Age of joint Covered Person at Initial Installment Date: 58Youngest Age for Determination of GAW: 58Covered Fund Value = $120,000Current Benefit Base = $115,000Adjusted Benefit Base at Initial Installment Date = $120,000*GAW% based on Age = 3.5% GAW% x Vested % x (Adjusted Benefit Base) = 3.5% x $120,000 = $4,200 Installment Frequency = Monthly (12 payments per year) So GAW/Installment Frequency = $4,200/12 = $350The monthly Installment will be $350

* On the Initial Installment Date, we compare the current Benefit Base to the current Covered Fund Value. If the Covered

Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the Covered Fund Value, and the GAW will be based on the increased Benefit Base amount. See “Installments” above.



Any election which affects the calculation of the GAW is irrevocable. Please consider all relevant factors when making an election to begin the GAW Phase. For example, an election to begin receiving Installments based on a sole Covered Person cannot subsequently be changed to joint Covered Persons once the GAW Phase has begun. Similarly, an election to receive Installments based on joint Covered Persons cannot subsequently be changed to a sole Covered Person.

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Installment Frequency Options.

The GLWB Participant’s Installment Frequency Options are as follows:

(a) Annual – the GAW will be paid on the Initial Installment Date and each anniversary annually, or next business day, thereafter.

(b) Semi-Annual – half of the GAW will be paid on the Initial Installment Date and in Installments every 6 month anniversary, or next business day, thereafter.

(c) Quarterly – one quarter of the GAW will be paid on the Initial Installment Date and in Installments every 3 month anniversary, or next business day, thereafter.

(d) Monthly – one-twelfth of the GAW will be paid on the Initial Installment Date and in Installments every monthly anniversary, or next business day, thereafter.

The GLWB Participant may Request to change the Installment Frequency Option starting on each Ratchet Date during the GAW Phase.

Vesting.

The GAW for a GLWB Participant who is employed, but not fully vested under the Retirement Plan, is based on the GLWB Participant’s Vested % of the Benefit Base, as determined by dividing the vested portion of each Covered Fund by the total Covered Fund Value. As the GLWB Participant continues to vest, the GAW is proportionately adjusted to reflect additional vested amounts of Covered Fund Value on each Ratchet Date.

Should the GLWB Participant who has elected to begin the GAW Phase not become fully vested because of severance from service or any other reason, any unvested Covered Fund Value shall be returned to the Plan’s forfeiture account and the Benefit Base will adjust proportionately.

A GLWB Participant who has severed service, but is not fully vested in the Plan may elect GAWs, if eligible pursuant to the terms of the Contract and the Plan. The Benefit Base shall be reduced proportionately based on the vested Covered Fund Valuewith unvested Covered Fund Value returned to the Plan’s forfeiture account.

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Numerical Example of Calculation of GAW where GLWB Participant is not fully vested:

• GLWB Participant information: $100,000 Benefit Base GAWs start at age 62: GAW% at 5% Vested % at age 62: 50% Vested % at age 63: 60% Vested % at age 64: 70%

• Guaranteed Annual Withdrawal = Benefit Base x Vested % x GAW %

Age 62 (when GAWs start): $100,000 x 50% x 5% = $2,500 Age 63 (on next Ratchet Date): $100,000 x 60% x 5% = $3,000 Age 64 (on next Ratchet Date): $100,000 x 70% x 5% = $3,500

Numerical Example of Calculation of GAW where non-fully vested GLWB Participant is not eligible for adjustment:

• GLWB Participant information: $100,000 Benefit Base $60,000 Covered Fund Value GAWs start at age 62: 5% Vested % at age 62: 50%



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Lump Sum Distribution Option.

At any time during the GAW Phase, if the GLWB Participant is receiving Installments more frequently than annually, the GLWB Participant may elect to take a lump sum Distribution up to the remaining scheduled amount of the GAW for that year.

Suspending and Re-Commencing Installments After a Lump Sum Distribution.

It is the GLWB Participant’s responsibility to Request the suspension of the remaining Installments that are scheduled to be paid during the year until the next Ratchet Date and to re-establish Installments upon the next Ratchet Date, if applicable. If the GLWB Participant chooses not to suspend the remaining Installments for the year, an Excess Withdrawal may occur. (See “– Effect of Excess Withdrawals During the GAW Phase” described below).

After receiving a Lump Sum Distribution and suspending Installments, the GLWB Participant must notify Great-West that the GLWB Participant wishes to recommence Installment payments for the next year. Great-West must receive notice 30 calendar days before the next Ratchet Date that the GLWB Participant wishes to recommence payments; otherwise, Great-West will not make any Installments. The Ratchet Date will not change if Installments are suspended.

Optional Resets of the GAW% During the GAW Phase.

The GLWB Participant may Request, on an annual basis, a Reset of the GAW% during the GAW Phase at least thirty (30) calendar days prior to the Ratchet Date.

If requested, Great-West will multiply the Covered Fund Value as of the Ratchet Date by the GAW% (based on the GLWB Participant’s, or the younger joint Covered Person’s, Attained Age on the Ratchet Date) and determine if it is higher than the current Benefit Base multiplied by the current applicable GAW%. If so, the current GAW% will change to the Attained Age GAW% and the Benefit Base will change to the current Covered Fund Value as of the Ratchet Date. If it does not, the Reset shall be void but a Ratchet may still occur. If the Reset takes effect, it will be effective on the Ratchet Date as the Ratchet Date does not change due to Reset.

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• When GAWs start: Unvested Covered Fund Value is returned to Plan’s forfeiture account

• Unvested Covered Fund Value: 0.50% x $60,000 = $30,000 • Note: Covered Fund Value is reduced by 50%

Benefit Base is adjusted proportionately to Covered Fund Value reduction: • Benefit Base Adjustment: 0.50% x $100,000 = $50,000• Note: New Benefit Base is $50,000

GAWs start based on new Benefit Base:• GAW = 5% x $50,000 = $2,500

Numerical Example of Lump Sum Distribution Assume the following: GAW = $4,800 with a monthly distribution of $400Three monthly Installments have been made (3 x $400 = $1,200) Remaining GAW = GAW – paid Installments to date = $4,800 - $1,200 = $3,600 So, a Lump Sum Distribution of $3,600 may be taken.

If (Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) is greater than (Current GAW%) x (Current Benefit Base)

Then (Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) becomes new GAW and (Covered Fund Value) = (New Benefit Base)



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Effect of Excess Withdrawals During the GAW Phase.

After the Initial Installment Date, a Distribution or Transfer that is greater than the GAW will be considered an Excess Withdrawal. The Benefit Base will be adjusted by the ratio of the new Covered Fund Value (after the Excess Withdrawal) to the previous Covered Fund Value (after the GAW).

If an Excess Withdrawal occurs, the GAW and current Benefit Base will be adjusted on the next Ratchet Date.

Numerical Example When Reset is Beneficial Assume the following: Age at Initial Installment Date: 60Attained Age: 70 Covered Fund Value = $120,000 Current Benefit Base = $125,000 Current GAW% before Ratchet Date: 4%Attained Age GAW% after Ratchet Date: 6% (Current GAW%) x (Current Benefit Base) = 4% x $125,000 = $5,000(Attained Age GAW%) x (Covered Fund Value) = 6% x $120,000 = $7,200 So New GAW Amount is $7,200 New Benefit Base is $120,000 New GAW% is 6%

Numerical Example When Reset is NOT Beneficial Assume the following: Age at Initial Installment Date: 60Attained Age: 70 Covered Fund Value = $75,000 Current Benefit Base = $125,000 Current GAW% before Ratchet: 4%Attained Age GAW% after Ratchet Date: 6% (Current GAW %) x (Current Benefit Base) = 4% x $125,000 = $5,000(Attained age withdrawal %) x (Covered Fund Value) = 6% x $75,000 = $4,500 So, because $4,500 is less than current GAW of $5,000, no Reset occurs.

Numerical Example Effect of Excess Withdrawals During the GAW Phase Assume the following: Covered Fund Value before GAW = $55,000Benefit Base = $100,000 GAW%: 5% GAW Amount = $100,000 x 5% = $5,000 Total annual withdrawal: $10,000 So,



Withdrawals taken during the GAW Phase to meet required minimum distribution requirements, in the proportion of the GLWB Participant’s Covered Fund Value to the GLWB Participant’s overall Account balance (and not taking into account any other retirement balances of the GLWB Participant), will be deemed to be within the contract limits for the GLWB Participant and will not be treated as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum distribution amount calculated under the Code and regulations issued thereunder as in effect on the Election Date. In the event of a dispute about the required minimum distribution amount, our determination will govern.

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Excess Withdrawal = $10,000 – $5,000 = $5,000Covered Fund Value after GAW = $55,000 – $5,000 = $50,000Covered Fund Value after Excess Withdrawal = $50,000 – $5,000 = $45,000Covered Fund Value Adjustment due to Excess Withdrawal = $45,000/$50,000 = 0.90 Adjusted Benefit Base = $100,000 x 0.90 = $90,000Adjusted GAW Amount (assuming no Benefit Base increase on succeeding Ratchet Date) = $90,000 x 5% =$4,500



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Note: The Contract does not require us to warn the GLWB Participant or provide the GLWB Participant with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving the GLWB Participant’s Covered Fund. The GLWB Participant should carefully monitor the GLWB Participant’s Covered Fund, any withdrawals from the GLWB Participant’s Covered Fund, and any changes to the GLWB Participant’s Benefit Base. The GLWB Participant’s may contact us at 1-866-317-6586 for information about the GLWB Participant’s Benefit Base.

Death During the GAW Phase.

If the GLWB Participant Dies After the Initial Installment Date as a Sole Covered Person.

If the GLWB Participant dies after the Initial Installment date without a joint Covered Person, the GLWB will terminate and no further Installments will be paid. The remaining Covered Fund Value shall be distributed in accordance with the Code and the terms of the Retirement Plan and the Account in which the Covered Funds are held. If permitted by the Retirement Plan and the Code, the GLWB Participant’s Beneficiary may elect to become the GLWB Participant in which event an initial Benefit Base shall be established and he or she will be subject to all terms and conditions of the Contract and the Code. This will be a new Election Date. Any election made by the Beneficiary is irrevocable.

If the GLWB Participant Dies After the Initial Installment Date while Joint Covered Person is Living.

Upon the GLWB Participant’s death after the Initial Installment Date, and while the joint Covered Person is still living, the joint Covered Person/Beneficiary will continue to receive GAW Installments based on the GLWB Participant’s original election until his or her death, if permitted by the Retirement Plan and the Code. Installments may continue to be paid to the surviving Covered Person based on the GAW% for joint Covered Persons as described above.

After the joint Covered Person’s death, the GLWB will terminate, no further Installments will be paid, and any remaining Covered Fund Value will be distributed in accordance with the Code and the terms of the Retirement Plan and the Contract. Alternatively, he or she may elect to receive his or her portion of the Covered Fund Value on the date of death as a lump sum Distribution or can separately elect to become an Owner and will be subject to all terms and conditions of the Certificate, the Contract, the Retirement Plan, and the Code. If the surviving Covered Person elects to separately become an Owner, the date of the election will be the new Ratchet Date.

Any election made by the Beneficiary is irrevocable.

THE SETTLEMENT PHASE

The Settlement Phase begins when the Covered Fund Value has reduced to zero as a result of negative Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Contract (e.g., custodian fees or advisory fees), and/or GAWs, but the Benefit Base is still positive. It is also important to understand that the Settlement Phase is the first time that we use our own money to make Installments to the GLWB Participant. During the GAW Phase, the GAWs are made first from the GLWB Participant’s own investment.

Installments continue for the GLWB Participant’s life under the terms of the Contract, but all other rights and benefits under the Contract will terminate. Installments will continue in the same frequency as previously elected, and cannot be changed during the Settlement Phase. Distributions and Transfers are not permitted during the Settlement Phase.

During the Settlement Phase, the Guarantee Benefit Fee will not be deducted from the Installments.

When the last Covered Person dies during the Settlement Phase, the GLWB will terminate and no Installments will be paid to the Beneficiary.

EXAMPLES OF HOW THE GLWB WORKS

A note about the examples:

• All Contract Contributions are assumed to be at the end of the year and occur immediately before the next Ratchet

Date.

• All withdrawals are assumed to be at the beginning of the year and occur on the Ratchet Date.

• All GLWB Participants are assumed to be fully vested.



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• All positive investment performance of the Covered Fund is assumed to be net of investment management fees.



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Example 1 – Basic: Assume the GLWB Participant buys the GLWB at age 65 and starts taking GAWs in annual Installments immediately. Also, assume that the Covered Fund Value (net of investment management fees) decreases by 10% in the first two years and increases by 5% every year thereafter.

Details:

Result:

Illustration:

• In all of the examples, the GLWB Participant has access to his Covered Fund Value until it is depleted:

If the GLWB Participant dies before the Covered Fund Value is depleted, the remaining Covered Fund Value

would be available to beneficiaries.

If the GLWB Participant needs to take a withdrawal in excess of the GLWB Participant’s GAW, the GLWB

Participant may take up to the Covered Fund Value, which will be considered an Excess Withdrawal.

• Sole Covered Person

• Initial Covered Fund Value: $500,000

• GAW Percent: 5%

• GAW Amount: $500,000 x 5% = $25,000

• Guarantee Benefit Fee: 0.90%

• Changes in Covered Fund Value (net of investment management fees):

Year 1: -10%, Year 2: -10%, Years 3+: 5%

• The GLWB Participant annually withdraws $25,000 from the GLWB Participant’s Covered Fund until about age 87

when the Covered Fund is depleted:

At age 87 the GLWB Participant’s Covered Fund Value is $9,474.

The GLWB Participant withdraws the $9,474 which depletes the Covered Fund and the GLWB Participant is

now in Settlement Phase.

• We provide the remaining $15,526 necessary to make the Installment of $25,000.

• We continue to pay Installments of $25,000 each year for the GLWB Participant’s life.



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Example 2 – Ratchet: Assume the GLWB Participant buys the GLWB at age 55 and starts taking GAWs in annual Installments at age 65. Also, assume that the Covered Fund Value (net of investment management fees) increases by 5% in years 1 through 7, decreases by 10% in years 8 through 11, and increases by 5% thereafter.

Details:

Result:

Illustration:

Example 3 – Additional Contract Contributions: Assume the GLWB Participant buys the GLWB at age 55 and the GLWB



• GAW Percent: 5%



Years 1 through 7: 5%, Years 8 through 11: -10%, Years 12+: 5%

• Positive Covered Fund performance through year 7 results in a Covered Fund Value of $662,407 on the Ratchet

Date.

• The GLWB Participant’s Benefit Base Ratchets to $662,407.

• Covered Fund Value at the beginning of year 10 is $468,552, but GAWs are based on the Benefit Base, which is

$662,407.

GAWs are $662,407 x 5% = $33,120.



At age 81, the GLWB Participant’s Covered Fund Value is $13,326.

The GLWB Participant withdraws the $13,326 which depletes the Covered Fund and the GLWB Participant is now in Settlement Phase. We provide the remaining $19,794 necessary to make the Installment $33,120.




Participant makes annual Contributions of $2,500 until the GLWB Participant starts taking GAWs in annual Installments at age 65. Also, assume that the Covered Fund Value (net of investment management fees) decreases by 5% in years 1 through 10 and increases by 5% thereafter.

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Details :

Result:

Illustration:

GUARANTEE BENEFIT FEE

After the GLWB Participant purchases the GLWB, the GLWB Participant is required to pay the Guarantee Benefit Fee. The Guarantee Benefit Fee is set forth in the Contract, and is based on the dollar amount of the GLWB Participant’s Covered Fund Value (which may be the same as, higher than, or lower than, the Benefit Base due to factors that affect the Covered Fund



• Additional Annual Contract Contributions until GAWs Begin: $2,500

• GAW Percent: 5%



Years 1 through 10: -5%, Years 11+: 5%

• Poor Covered Fund performance in years 1 through 10 results in a Covered Fund Value of $291,493 at the end of

year 10.

• The GLWB Participant’s Benefit Base at the end of year 10 is $525,000 as a result of the additional Contract

Contributions in years 1 through 10.

GAWs are $525,000 x 5% = $26,250.



At age 79, the GLWB Participant’s Covered Fund Value is $8,316.

The GLWB Participant withdraws the $8,316 which depletes the Covered Fund and the GLWB Participant

is now in Settlement Phase. We provide the remaining $17,934 necessary to make the Installment $26,250.




Value between Ratchet Dates, such as Covered Fund performance). The Guarantee Benefit Fee will be deducted monthly as aseparate charge from the GLWB Participant’s Covered Fund and will be paid by redeeming the number of fund shares of the GLWB Participant’s Covered Fund(s) equal to the Guarantee Benefit Fee.

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Pursuant to the terms of the GLWB, the GLWB Participant has agreed to have the Covered Fund’s transfer agent redeem the appropriate number of Covered Fund shares and transmit the corresponding amount of cash to the Retirement Plan’s custodian. The custodian, in turn, will submit this cash to us as payment of the Guarantee Benefit Fee. We will collect the fee from the custodian on a monthly basis in arrears. We reserve the right to change the frequency of the deduction, but will notify the Plan Sponsor and the GLWB Participant in writing at least thirty (30) days prior to the change. Because the Benefit Base may not exceed $5,000,000, we will not charge the Guarantee Benefit Fee on an amount of the GLWB Participant’s Covered Fund Value that exceeds $5,000,000.

Currently the Guarantee Benefit Fee is 0.90% and is subject to a minimum of 0.70% and a maximum of 1.50%. This is the guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for the GLWB. We may change the current fee within this minimum and maximum range at any time upon thirty (30) days written notice to the Plan Sponsor and the GLWB Participant. We determine the Guarantee Benefit Fee based on observations of a number of experience factors, including, but not limited to, interest rates, volatility, investment returns, expenses, mortality, and lapse rates. We reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience factors change (although we will never increase the fee above the maximum or decrease the fee below the minimum). We do not need the happening of any event before we may change the Guarantee Benefit Fee.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial, and other services, and charges imposed by the mutual funds in which the GLWB Participant invests.

At the time we calculate the Guarantee Benefit Fee, the Covered Fund Value may be less than the Benefit Base:

At the time we calculate the Guarantee Benefit Fee, the Covered Fund Value may be greater than the Benefit Base:

The Guarantee Benefit Fee compensates us for the costs and risks we assume for providing the GLWB (including marketing, administration, and profit).

If we do not receive the Guarantee Benefit Fee (except during Settlement Phase), including as a result of the failure of the Retirement Plan custodian to submit it to us, the Contract will terminate as of the date that the fee is due.

Will a GLWB Participant pay the same amount (in dollars) for the Withdrawal Guarantee every month?

Example of how the Guarantee Benefit Fee is Computed (Covered Fund Value is Less Than Benefit Base) Date: 1/31/2013 Covered Fund Value = $100,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $100,000 / 12 = $75.00

Example of how the Guarantee Benefit Fee is Computed (Covered Fund Value is Greater Than Benefit Base) Date: 1/31/2013 Covered Fund Value = $130,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $130,000 / 12 = $97.50

Example 1: Declining Covered Fund Value results in declining Guarantee Benefit Fee Date: 1/31/2013 Covered Fund Value = $100,000Benefit Base = $125,000



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Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $100,000 / 12 = $75.00



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DIVORCE PROVISIONS UNDER THE CONTRACT

In the event of a divorce whose decree affects the GLWB, we will require written notice of the divorce in a manner acceptable to us and a copy of the applicable Qualified Domestic Relations Order (“QDRO”). A QDRO is a domestic relations order that creates or recognizes the existence of an Alternate Payee’s right to receive all or a portion of the benefits payable with respect to a GLWB Participant. A QDRO may also assign an Alternate Payee the right to receive these benefits.

Depending on which phase the GLWB is in when we receive the QDRO, the benefits of the GLWB will be altered to comply with the QDRO. The Alternate Payee under the QDRO may make certain elections during the Accumulation or GAW Phases. Any elections made by the Alternate Payee are irrevocable To the extent that an Alternate Payee becomes a GLWB Participant, he or she will be subject to all terms and conditions of the Certificate, the Contract, the Retirement Plan and the Code.

During the Accumulation Phase.

Great-West will make payments to the Alternate Payee and/or establish an Account on behalf of the Alternate Payee named in a QDRO approved during the Accumulation Phase. The Alternate Payee is responsible for submitting a Request to begin Distributions in accordance with the Code.

If the Alternate Payee is the GLWB Participant’s spouse during the Accumulation Phase, he or she may elect to become a GLWB Participant, either by:

Date: 2/28/2013 Covered Fund Value = $90,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $90,000 / 12 = $67.50 Note: in this example, the Guarantee Benefit Fee declined because the Covered Fund Value declined. This could be the result of negative Covered Fund performance.

Example 2: Increasing Covered Fund Value results in increasing Guarantee Benefit Fee Date: 1/31/2013 Covered Fund Value = $100,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $100,000 / 12 = $75.00 Date: 2/28/2013 Covered Fund Value = $120,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $120,000 / 12 = $90.00 Note: in this example, the Guarantee Benefit Fee increased because the Covered Fund Value increased. This could be the result of several factors including positive Covered Fund performance, Transfers, or Contract Contributions.

(i) maintaining the current proportionate Benefit Base of the previous GLWB Participant; or

(ii) establishing a new Benefit Base based on the current Covered Fund Value on the date his or her Account is established

and he or she will continue as a GLWB Participant.



If the Alternate Payee elects to maintain the current Benefit Base, the Benefit Base and the Covered Fund Value will be divided between the GLWB Participant and the Alternate Payee. The Covered Fund Value will be divided pursuant to the terms of the QDRO. The Benefit Base will be divided in the same proportion as the Covered Fund Value.

In either situation, the Alternate Payee’s Election Date shall be the date the Account is established.

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A non-spouse Alternate Payee cannot elect to maintain the current Benefit Base, or proportionate share, but may elect to establish a new GLWB. The Benefit Base and Election Date will be based on the current Covered Fund Value on the date his or her Account is established. Any election made by an Alternate Payee described in this section is irrevocable.

During the GAW Phase.

Great-West will make payment to the Alternate Payee and/or establish an Account on behalf of the Alternate Payee named in a QDRO approved during the GAW Phase. The Alternate Payee is responsible for submitting a Request to begin Distributions in accordance with the Code.

If there is a Sole Covered Person.

Pursuant to the instructions in the QDRO, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the QDRO. The GLWB Participant may continue to receive the proportional GAWs after the accounts are split. If the Alternate Payee is the GLWB Participant’s spouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to become a GLWBParticipant.

If there are two Covered Persons.

Pursuant to the instructions in the QDRO, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the QDRO. The GLWB Participant may continue to receive the proportional GAWs after the accounts are split, based on the amounts calculated pursuant to the joint Covered Person GAW%.

If the Alternate Payee is the GLWB Participant’s spouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to continue proportionate GAWs in the GAW Phase based on the amounts calculated pursuant to the joint Covered Persons GAW%, described in the GAW Phase – Calculation of Installment, after the accounts are split. A new Ratchet Date will be established for the Alternate Payee on the date the Accounts are split. Within thirty (30) days of each person’s Ratchet Date, the GLWB Participant and Alternate Payee can each elect a Reset based on the person’s own Attained Age GAW% for joint Covered Persons.

In the alternative, the Alternate Payee may establish a new GLWB in the Accumulation Phase with the Benefit Base based on the current Covered Fund Value on the date his or her Account is established.

A non-spouse Alternate Payee cannot elect to maintain the current Benefit Base or GAW but may elect to establish a new GLWB. The Benefit Base and Election Date will be based on the current Covered Fund Value on the date his or her Account is established. Any election made by an Alternate Payee described in this section is irrevocable.

During the Settlement Phase.

If a Request in connection with a QDRO is approved during the Settlement Phase, Great-West will divide the Installment pursuant to the terms of the QDRO. Installments will continue pursuant to the lives of each payee.

EFFECT OF ANNUITIZATION

If the Code and the Retirement Plan permit and the GLWB Participant elects to annuitize, prior to the Initial Installment Date, the GLWB will terminate for those Covered Fund assets and the Guarantee Benefit Fee will not be refunded. If, based upon information provided by the Contract Owner, the GLWB Participant is entitled to a Distribution under the applicable terms and provisions of the Retirement Plan and the Code, all or a portion of the Account may be applied to an annuity payment option selected by the GLWB Participant, so long as the requirements of the Code and the Retirement Plan are met. Thereafter, the GLWB shall no longer be applicable with respect to amounts in the annuity payment option.

The amount to be applied to an annuity payment option is: (i) the portion of the vested Account value elected by GLWB Participant, less (ii) Applicable Tax, if any, less (iii) any fees and charges described in the Contract. The minimum amount that may be applied under the elected annuity option is $5,000. If any payments to be made under the elected annuity payment option will be less than $50, Great-West may make the payments in the most frequent interval that produces a payment of at least $50.

Great-West will issue a certificate or other statement setting forth in substance the benefits, rights, and privileges to which such person is entitled under the Contract, to each Annuitant describing the benefits payable under the elected annuity payment



option.

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Election of Annuity Options.

An Annuitant is required to elect an annuity payment option. The Annuitant must Request an annuity payment option or change an annuity payment option no later than 30 days prior to the Annuity Commencement Date elected by the GLWB Participant.

To the extent available under the Code and the Retirement Plan, the annuity payment options are:

The annuity option that will always be available is the Income for Single Life Only Annuity. If this annuity option is elected, Great-West will make payments to the Annuitant at a frequency specified in the annuity certificate or other statement for the duration of the Annuitant’s lifetime. Payments will cease pursuant to the terms of the certificate or other statement.

Annuity purchase rates will be the same rates that are available for a Single Premium Immediate Annuity currently offered by Great-West at the time of annuitization.

TERMINATION OF THE CONTRACT

Either Great-West or the Plan Sponsor may terminate the Contract with advance written notice to the other party. The Contract termination date shall be the seventy-fifth (75th) or next Business Day after the date written notice is received in the Administrative Offices in good order. Prior to the Contract termination date, Great-West and the Plan Sponsor may agree to an alternate Contract termination date.

If the Plan Sponsor Terminates the Contract.

Under the terms of the Contract, the Plan Sponsor may terminate the Contract. In this event, all benefits, rights, and privileges provided by the Contract shall terminate. We will not refund the Guarantee Benefit Fee upon termination of the Contract. If the Plan Sponsor terminates the Contract, the Plan Sponsor may not apply for a new contract until ninety (90) calendar days after the date of the most recent Contract termination. In the event of termination, the GLWB Participant may choose to utilize the Covered Fund Value in the following ways:

If the GLWB Participant is eligible to receive Distributions under the Retirement Plan:

If the GLWB Participant does not elect or is not eligible to receive a Distribution:

The Covered Fund Value will be liquidated and invested pursuant to the terms of the Retirement Plan. This liquidation will cause the Benefit Base and the Covered Fund Value to be reduced to zero and any and all other benefits provided under the Contract and GLWB shall terminate on the Contract termination date.

For GLWB Participants that have reached the Settlement Phase on or before the date of the termination of the Contract,

• Income for Single Life Only

• Income for Single Life with Guaranteed Period

• Income for Joint Life Only

• Income for Joint Life with Guaranteed Period

• Income for a Specific Period

• Any other form of annuity payment permitted under the Retirement Plan, if acceptable to Great-West.

(a) the GLWB Participant may elect a direct rollover of the Covered Fund Value to an IRA that offers a Great-West

approved GLWB feature, if available. In this situation, the Benefit Base and GAW, if applicable, will be retained as of the date of Distribution from the Covered Fund(s) and will apply to the new GLWB feature.

(b) the GLWB Participant may choose to transfer the Covered Fund Value to any investment vehicle that does not offer a GLWB feature or to an investment vehicle that offers a GLWB feature, but does not permit the GLWB Participant to apply the Benefit Base and GAW to such feature. In this situation, the Benefit Base and GAW, if applicable, will be reduced to zero as of the date of the Distribution from the Covered Fund(s).



Installments will continue for as long as the GLWB Participant shall live.

If Great-West Terminates the Contract.

If Great-West terminates the Contract, such termination will not adversely affect the GLWB Participant’s rights under the Contract, except that additional Contributions may not be invested in the Covered Fund(s) other than reinvested dividends and capital gains. The GLWB Participant will still be obligated to pay the Guarantee Benefit Fee.

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Other Termination.

In addition, if the Plan Sponsor terminates the Retirement Plan or moves the Retirement Plan to a provider that does not offer the Contract, the Contract will terminate. We will not refund the Guarantee Benefit Fee upon termination of the Contract.

MISCELLANEOUS PROVISIONS

Periodic Communications to GLWB Participants.

Account statements will be provided to GLWB Participants periodically by the Plan Sponsor, or its designated third party.

Amendments to t he Contract.

The Contract and Certificate may be amended to conform to changes in applicable law or interpretations of applicable law, or to accommodate design changes. Amendments (if any) to accommodate design changes will be applicable only with respect to purchasers of new Contracts, unless the Company reasonably determines the change would be favorable for all existing Contract Owners. Changes in the Contract may need to be approved by the state insurance departments. The consent of the Contract Owner to an amendment will be obtained to the extent required by law.

Assignment.

The interests of the Plan Sponsor in the Contract may not be transferred, sold, assigned, pledged, charged, encumbered, or, in any way, alienated. The interests of the GLWB Participant in the GLWB may not be transferred, sold, assigned, pledged, charged, encumbered, or, in any way, alienated.

Cancellation.

The GLWB Participant can cancel GLWB by causing the Covered Fund Value or the Benefit Base to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee.

Misstatements.

We may require adequate proof of the age and death of the Annuitant, GLWB Participant or Covered Person(s) before processing a Request for GAWs and annuity payments. If the age of the Annuitant, GLWB Participant or Covered Person(s) has been misstated, the Installment or annuity payment established for him or her will be made on the basis or his or her correct age.

Any correction required due to misstatements may be corrected by Great-West, including increasing or decreasing future payments, in accordance with applicable law.

FINANCIAL CONDITION OF THE COMPANY

Many financial services companies, including insurance companies, have been facing challenges in this unprecedented market environment, and we are not immune to those challenges. We know it is important for you to understand how these events may affect our ability to meet guarantees that may be provided under the Contract. The Contract is not a separate account product, which means that no assets are set aside in a segregated or “separate” account to satisfy all obligations under the Contracts. Installments during Settlement Phase (if any) will be paid from our general account and, therefore, are subject to our claims paying ability. We issue other types of insurance policies and financial products as well, such as group variable annuities offered through retirement plans, term and universal life insurance, funding agreements, funding agreements backingnotes and guaranteed investment contracts (“GICs”), and we also pay our obligations under these products from our assets in the general account. In the event of an insolvency or receivership, payments we make from our general account to satisfy claims under the Contract would generally receive the same priority as our other policyholder obligations.

As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all the contractual obligations of our general account to our contract owners. In order to meet our claims-paying obligations, we regularly monitor our reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims payments. In addition, we actively hedge our investments in our general account. However, it is important to note that there is no guarantee that we will always be able to meet our claims paying obligations, and that there are risks to purchasing any insurance product.



State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our general account assets, which include bonds, mortgages, general real estate investments, and stocks, as well as the loss in value of these investments resulting from a loss in their market value.

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How to Obtain More Information. We encourage both existing and prospective Contract Owners and GLWB Participants to read and understand our financial statements. We prepare our financial statements on both a statutory basis and according to Generally Accepted Accounting Principles (GAAP). If you would like a free copy of our financial statements filed on Form 10-K for the year ended December 31, 2011, call (800) 537-2033 or write to the Administrative Office. In addition, our financial statements filed on Form 10-K for the year ended December 31, 2011 are available on the SEC’s website at http://www.sec.gov. You may obtain our statutory annual statement that is available by visiting our website at www.greatwest.com.

There is also information available on our website on ratings assigned to us by one or more independent rating organizations. These ratings are opinions of an operating insurance company’s financial capacity to meet the obligations of its insurance and annuity contracts based on its financial strength and/or claims-paying ability.

TAXATION OF THE CONTRACT AND GLWB

The following is a general discussion based on our interpretation of current United States federal income tax laws. This discussion does not address all possible circumstances that may be relevant to the tax treatment of a particular GLWB Participant. In general, this discussion does not address the tax treatment of transactions involving investment assets held in your Account except insofar as they may be affected by the holding of a GLWB. Further, it does not address the consequences, if any, of holding a GLWB under applicable federal estate tax laws or state and local income and inheritance tax laws. You should also be aware that the tax laws may change, possibly with retroactive effect. Prospective Contract Owners and GLWB Participants should consult their own tax advisors regarding the potential tax implications of purchasing a Contract or GLWB in light of their particular circumstances.

In General.

The Contract is a novel and innovative instrument and, to date, its proper characterization and consequences for federal income tax purposes have not been directly addressed in any cases, administrative rulings or other published authorities. We can give no assurances that the Internal Revenue Service (“IRS”) will agree with our interpretations regarding the proper tax treatment of a Contract or GLWB or the effect (if any) of the purchase of a Contract or GLWB on the tax treatment of any transactions in your Account, or that a court will agree with our interpretations if the IRS challenges them. You should consult a tax advisor before purchasing a Contract or GLWB.

The following discussion generally applies to Contracts and GLWBs treated as annuity contracts maintained as part of a plan qualified under Section 403(b) of the Code.

Section 403(b) Contracts.

Section 403(b) of the Code allow employees of certain Section 501(c)(3) organizations and public schools to exclude from their gross income the premium payments made, within certain limits, on a contract that will provide an annuity for the employee’s retirement. These premium payments may be subject to FICA (social security) tax. Distributions of (1) salary reduction contributions made in years beginning after December 31, 1988; (2) earnings on those contributions; and (3) earnings on amounts held as of the last year beginning before January 1, 1989, are not allowed prior to age 59 /2, severance from employment, death or disability. Salary reduction contributions may also be distributed upon hardship, but would generally be subject to penalties.

A GLWB is available only with respect to the Account for which the Contract and Certificate are purchased.

• A GLWB is intended for purchase only by an employee participating in a Section 403(b) Retirement Plan.

• We are not responsible for determining whether a GLWB complies with the terms and conditions of, or applicable law governing, the Retirement Plan. You are responsible for making that determination. Similarly, unless otherwise agreed, we are not responsible for administering any applicable tax or other legal requirements applicable to the Retirement Plan. The Plan Sponsor, the GLWB Participant or a service provider for the Retirement Plan is responsible for determining that distributions, beneficiary designations, investment restrictions, charges and other transactions under a GLWB are consistent with the terms and conditions of the Retirement Plan and applicable law.

• Among other things, if the Retirement Plan is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), you should consider how the GLWB will be treated under the ERISA qualified joint and survivor annuity and qualified pre-retirement survivor annuity rules and, if applicable, make provision for

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complying with those rules in the governing documents and procedures of the Retirement Plan. Guidance published by the Internal Revenue Service on February 21, 2012, may suggest that the GLWB will be treated as an annuity for purposes of those rules.



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Numerous changes have been made to the income tax rules governing Section 403(b) contracts as a result of legislation enacted during the past several years, including rules with respect to: maximum contributions, required distributions, penalty taxes on early or insufficient distributions, and income tax withholding on distributions.

In the case of distributions from a Section 403(b) contract, including payments to a GLWB Participant from a GLWB, a ratable portion of the amount received is taxable, generally based on the ratio of the GLWB Participant’s cost basis (if any) to the GLWB Participant’s total accrued benefit under the Retirement Plan. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of any distribution from Section 403(b) contract. To the extent amounts are not includable in gross income because they have been properly rolled over to an IRA or to another eligible qualified plan, no tax penalty will be imposed. The tax penalty also will not apply to: (a) distributions made on or after the date on which the GLWB Participant reaches age 59 /2; (b) distributions following the GLWB Participant’s death or disability (for this purpose disability is as defined in Section 72(m)(7) of the Code); (c) distributions that are part of substantially equal periodic payments made not less frequently than annually for the GLWB Participant’s life (or life expectancy) or the joint lives (or joint life expectancies) of the GLWB Participant and a designated beneficiary; and (d) certain other distributions specified in the Code.

Generally, distributions from a Section 403(b) contract must commence no later than April 1 of the calendar year following the year in which the individual attains age 70 /2 or, if later, retires from employment with the Section 403(b) plan sponsor. Required distributions must be over a period not exceeding the life expectancy of the individual or the joint lives or life expectancies of the individual and his or her designated beneficiary. Distribution requirements also apply to Section 403(b) contracts upon the death of the individual. If the required minimum distributions are not made, a 50% penalty tax is imposed as to the amount not distributed.

Distributions from Section 403(b) contracts generally are subject to withholding for the individual’s federal income tax liability, subject to the individual’s election not to have tax withheld. The withholding rate varies according to the type of distribution and the individual’s tax status.

“Eligible rollover distributions” from Section 403(b) contracts and certain other retirement plans are subject to a mandatory federal income tax withholding of 20%. An eligible rollover distribution is any distribution to an employee (or employee’ spouse or former spouse as beneficiary or alternate payee) from such a plan, except certain distributions such as distributions required by the Code, distributions in a specified annuity form, or hardship distributions. The 20% withholding does not apply, however, to nontaxable distributions or if (i) the employee (or employee’s spouse or former spouse as beneficiary or alternate payee) chooses a “direct rollover” from the plan to a tax qualified plan, IRA, Roth IRA or Section 403(b) contract or to a governmental 457 plan that agrees to separately account for rollover contributions; or (ii) non-spouse beneficiary chooses a “direct rollover” from the plan to an IRA established by the direct rollover.

• If the GLWB Participant’s spouse is a joint Covered Person, that spouse must be the GLWB Participant’s sole

beneficiary under the Retirement Plan.

• The GLWB Participant’s Account is subject to required minimum distribution rules. Withdrawals during the GAW Phase from the Covered Fund Value taken to meet required minimum distribution requirements, in the proportion of the GLWB Participant’s Covered Fund Value to the overall Account balance (and not taking into account any other retirement balances of the GLWB Participant), will be deemed to be within the contract limits for the GLWB and will not be treated as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum distribution amount calculated under the Code and regulations issued thereunder as in effect on the Election Date. In the event of a dispute about the required minimum distribution amount, our determination will govern. In some circumstances, compliance with the minimum distribution rules may affect the amount and timing of Installments pursuant to the GLWB.

• We generally are required to confirm, with the Plan Sponsor or otherwise, that surrenders or transfers requested by GLWB Participants comply with applicable tax requirements and to decline requests that are not in compliance. We will defer such payments requested by GLWB Participants until all information required under the tax law has been received. By requesting a surrender or transfer, a GLWB Participant consents to the sharing of confidential information about the GLWB Participant, the Contract and Certificate, and transactions under the Contract, the GLWB and any other 403(b) contracts or accounts the GLWB Participant has under the Retirement Plan among us, the employer or Plan Sponsor, any Plan administrator or recordkeeper, and other product providers.

• The Retirement Plan can be terminated, or the availability of the GLWB under the Retirement Plan otherwise

discontinued by persons other than the GLWB Participant.

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Seek Tax Advice. The above description of federal income tax consequences of the Section 403(b) contracts is only a brief summary meant to alert you to the issues and is not intended as tax advice. Anything less than full compliance with the applicable rules, all of which are subject to change, may have adverse tax consequences. Any person considering the purchase of a GLWB should first consult a qualified tax advisor.

ABOUT US

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. We are obligated to pay all amounts promised under the Contract and Certificates.

GWFS Equities serves as principal underwriter for the Contracts and is a broker/dealer registered with the SEC. Great-West directly owns all stock of GWFS Equities.

SALES OF THE CONTRACTS

We have entered into an underwriting agreement with GWFS Equities for the distribution and sale of the Contracts. Pursuant to this agreement, GWFS Equities serves as principal underwriter for the Contracts, offering them on a continuous basis. GWFS Equities is located at 8515 East Orchard Road, Greenwood Village, CO 80111. GWFS Equities will use its best efforts to sell the Contracts, but is not required to sell any specific number or dollar amount of Contracts.

GWFS Equities was organized as a corporation under the laws of the State of Delaware in 1984 and is an affiliate of ours. GWFS Equities is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as with the securities administrators in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (“FINRA”).

GWFS Equities offers the Contracts through its registered representatives who are registered with FINRA and with the states in which they do business. More information about GWFS Equities and its registered representatives is available at http://www.finra.org or by calling 800-289-9999. You can also obtain an investor brochure from FINRA describing its Public Disclosure Program. Registered representatives with GWFS Equities are also licensed as insurance agents in the states in which they do business and are appointed with us.

GWFS Equities may also enter into selling agreements with unaffiliated broker-dealers to sell the Contracts. The registered representatives of these selling firms are registered with FINRA and with the states in which they do business, are licensed as insurance agents in the states in which they do business, and are appointed with us.

We do not pay commissions to GWFS Equities or to the unaffiliated broker-dealers in connection with the sale or solicitation of the Contracts. However, we may provide non-cash compensation in the form of training and education programs to registered representatives of GWFS Equities who sell the Contracts as well as registered representatives of unaffiliated broker-dealers. Registered representatives of GWFS Equities also sell other insurance products that we offer and may receive certain non-cash items, such as conferences, trips, prizes and awards under non-cash incentive compensation programs pertaining to those products. None of the items are directly attributable to the sale or solicitation of the Contracts. Such compensation will not be conditioned upon achievement of a sales target. Finally, we and GWFS Equities may provide small gifts and occasional entertainment to registered representatives with GWFS Equities or other selling firms in circumstances in which such items are not preconditioned on achievement of sales targets.

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At times, GWFS Equities may make other cash and non-cash payments to selling firms for expenses relating to the recruitment and training of personnel, periodic sales meetings, the production of promotional sales literature and similar expenses. These expenses may also relate to the synchronization of technology between the Company, GWFS Equities, and the selling firm in order to coordinate data for the sale and maintenance of the Contracts. The amount of other cash and non-cash compensation paid by GWFS Equities or its affiliated companies ranges significantly among the selling firms. GWFS Equities and its affiliates may receive payments from affiliates of the selling firms that are unrelated to the sale of the Contracts.

Any amounts paid by GWFS Equities to a selling firm or by Great-West to a selling firm are derived from the general account assets of Great-West and are not deducted from the Guarantee Benefit Fee. The Guarantee Benefit Fee does not vary because of such payments to such selling firms

Although the Company and GWFS Equities do not anticipate discontinuing offering the Contracts, we do reserve the right to discontinue offering the Contracts at any time.

ADDITIONAL INFORMATION

Owner Questions.

The obligations to Contract Owners and Covered Persons under the Contracts are ours. Please direct your questions and concerns to us at our Administrative Office.

Return Privilege.

Within the free-look period, if applicable, (up to 30 days under applicable state law) after receiving the Contract, the Contract Owner may cancel it for any reason by delivering or mailing it postage prepaid to:

Great-West Life & Annuity Insurance Company Annuity Administration 8515 East Orchard Road

Greenwood Village, CO 80111

If the Contract Owner cancels the Contract, the Contract will be void.

State Regulation.

As a life insurance company organized and operated under the laws of the State of Colorado, we are subject to provisions governing life insurers and to regulation by the Colorado Commissioner of Insurance. Our books and accounts are subject to review and examination by the Colorado Division of Insurance.

Evidence of Death, Age, Gender, or Survival.

We may require proof of the age, gender, death, or survival of any person or persons before acting on any applicable Contract provision.

LEGAL MATTERS

Certain matters regarding the offering of the securities herein will be passed upon by Beverly A. Byrne, internal counsel for the Company.

Sutherland Asbill and Brennan LLP has provided advice on certain matters relating to the federal securities laws.

Opinions may be issued in the future by counsel other than those listed above. The name of such counsel, other than those listed above, will be included in a prospectus supplement.

EXPERTS

The consolidated financial statements, and the related financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries (the “Company”), incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the years ended December 31, 2011 and 2010, and for each of the three years in the period ended December 31, 2011, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements and financial statement



schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus, which constitutes part of the registration statement, does not contain all the information set forth in the registration statement. Parts of the registration statement are omitted from this prospectus in accordance with the rules and regulations of the SEC.

The registration statement, including exhibits, contains additional relevant information about us. We are subject to the informational requirements of the Securities Exchange Act of 1934 and, in compliance with such laws, we file annual, quarterly, and current reports and other information with the SEC. You can read and copy any reports or other information we file at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of our documents upon payment of a duplicating fee, by writing the SEC’s public reference room. You can obtain information regarding the public reference room by calling the SEC at 1-800-SEC-0330. Our filings are available to the public from commercial document retrieval services and over the internet at http://www.sec.gov. (This uniform resource locator (URL) is an inactive textual reference only and is not intended to incorporate the SEC web site into this prospectus.)

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus which means that incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to those documents. This prospectus incorporates by reference our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 29, 2012.

Upon oral or written request, we will provide you a copy of any documents incorporated by reference in this prospectus and any accompanying prospectus supplement (including any exhibits that are specifically incorporated by reference in them) at no cost. To request such documents, please write or call:

Great-West Life & Annuity Insurance Company 8515 East Orchard Road

Greenwood Village, CO 80111 800-537-2033

[email protected]

The documents that are incorporated by reference are available on our website at www.greatwest.com.

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DEFINITIONS

The following is a listing of defined terms.

Account - A separate record maintained by the Plan Sponsor or its designee in the name of each Retirement Plan participant which reflects his or her interests in the assets in both Covered Fund(s) and other investment options in the Retirement Plan.

Accumulation Phase – The period of time between the Election Date and the Initial Installment Date.

Administrative Offices – 8515 East Orchard Road, Greenwood Village, CO 80111.

Alternate Payee – Any spouse, former spouse, child or other dependent of a Retirement Plan participant, or other person allowed by law, who is recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of the benefit payable under a Retirement Plan with respect to such Retirement Plan participant.

Annuitant – The person upon whose life the payment of an annuity is based.

Annuity Commencement Date – The date that annuity payments begin to an Annuitant.

Attained Age – The GLWB Participant’s age on the Ratchet Date.

Beneficiary – A person or entity named by the Retirement Plan participant or the terms of the Retirement Plan to receive all or a portion of the Account upon the death of the Retirement Plan participant.

Benefit Base – The amount that is multiplied by the GAW Percentage to calculate the GAW. The Benefit Base increases dollar-for-dollar upon any Contract Contribution and is reduced proportionately for an Excess Withdrawal. The Benefit Base can also increase with positive Covered Fund performance on the Ratchet Date. Each Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base cannot be transferred to another Covered Fund unless we require a Transfer as a result of a Covered Fund being eliminated or liquidated.

Business Day – Any day, and during the hours, on which the New York Stock Exchange is open for trading. Except as otherwise provided, in the event that a date falls on a non-Business Day, the date of the succeeding Business Day will be used.

Contract Contributions – GLWB Participant directed amounts received and allocated to the GLWB Participant’s Covered Fund(s) including rollovers as defined under Section 402 of the Code and Transfers. Reinvested dividends, capital gains, and settlements arising from the Covered Fund(s) will not be considered Contract Contributions for the purpose of calculating the Benefit Base but will affect the Covered Fund Value.

Code – The Internal Revenue Code of 1986, as amended, and all related laws and regulations which are in effect during the term of the Contract and Certificate.

Company – Great-West Life & Annuity Insurance Company, the issuer of the Contract (also referred to as “we,” “us,” or “our”).

Contract Owner – The owner of the Contract that is identified on the Contract Data Page, which generally is the Plan Sponsor.

Covered Fund – Interests in the investment options held in the Account designed for the GLWB, as follows:

• Maxim SecureFoundation Balanced Portfolio

• Maxim SecureFoundation Lifetime Portfolios

• Any other fund as approved by Great-West for the Contract and Certificate.

Covered Fund Value – The aggregate value of each Covered Fund held in the Account.

Covered Person(s) – For purposes of this Contract, the person(s) whose age determines the GAW Percentage and on whose life the GAW Amount will be based. If there are two Covered Persons, the GAW Percentage will be based on the age of the younger life and the Installments can continue until the death of the second life. A joint Covered Person must be the GLWB Participant’s spouse and the 100% primary beneficiary under the Retirement Plan.

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Distributions – Amounts paid to a GLWB Participant from a Covered Fund pursuant to the terms of the Retirement Plan and the Code.

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Election Date – The date on which the Retirement Plan participant, Alternate Payee or Beneficiary elects the GLWB option in the Contract and pursuant to the terms of the Covered Fund(s) prospectus or disclosure document. The Election Date shall be the date upon which the initial Benefit Base is calculated. For the SecureFoundation Lifetime Portfolios, the Election Date is also the Guarantee Trigger Date.

Excess Withdrawal – An amount either distributed or transferred from the Covered Fund(s) during the Accumulation Phase or any amount combined with all other amounts that exceeds the annual GAW during the Withdrawal Phase. The Excess Withdrawal reduces the Benefit Base, as described in the “Accumulation Phase” section. Neither the Guarantee Benefit Fee nor any other fees or charges assessed to the Covered Fund Value as directed by the Plan Sponsor and as agreed to by Great-West shall be treated as a Distribution or Excess Withdrawal for this purpose.

GLWB – A guaranteed lifetime withdrawal benefit.

GLWB Participant – A Retirement Plan participant, Alternate Payee or Beneficiary who is: (i) eligible to elect the GLWB; (ii) invested in a Covered Fund(s); and (iii) a Covered Person.

GAW – The annualized withdrawal amount that is guaranteed for the lifetime of the Covered Person(s), subject to the terms of this Contract.

GAW Phase – The period of time between the Initial Installment Date and the first day of the Settlement Phase.

GAW Percentage (GAW%) – The percentage of the Benefit Base that determines the amount of the GAW. This percentage is based on the age of the Covered Person(s) as of the date we calculate the first Installment. If there are two Covered Persons the percentage is based on the age of the younger Covered Person, pursuant to Section 5.01.

Guarantee Benefit Fee – The asset charge periodically calculated and deducted from the GLWB Participant’s Covered Fund Value or assessed through another means of payment pursuant to the terms of the Contract and while the Contract is in force.

Guaranteed Lifetime Withdrawal Benefit (GLWB) – A payment option offered by the Retirement Plan that pays Installments during the life of the Covered Person(s). The Covered Person(s) will receive periodic payments in either monthly, quarterly, semiannual, or annual Installments that in total over a twelve month period equal the GAW.

Guarantee Trigger Date – The date that the Covered Fund is purchased for the SecureFoundation Balanced Portfolio. For the Maxim SecureFoundation Lifetime Portfolios, the GLWB Participant does not purchase the GLWB until the first Business Day of the year that is ten years prior to the date in the name of the Maxim SecureFoundation Lifetime Portfolio. The Guarantee Trigger Date is also the Election Date for the SecureFoundation Lifetime Portfolios.

Initial Installment Date – The date of the first Installment under the GLWB, which must be a Business Day.

Installments – Periodic payments of the GAW during the GAW Phase and Settlement Phase. If the Covered Fund Value is less than the amount of the final Installment in the GAW Phase, Great-West will pay the Installment within 7 days from the Installment Date.

Installment Frequency Options – The options listed in the GAW section.

Plan Sponsor – An entity maintaining the Retirement Plan on behalf of Retirement Plan participants, Alternate Payees and Beneficiaries.

Qualified Domestic Relations Order (QDRO) – A domestic relations order that creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to receive all or a portion of the benefits payable with respect to a GLWB Participant and that complies with the requirements of the Code, if applicable, that and is accepted and approved by the Contract Owner for the Retirement Plan, except as otherwise agreed.

Ratchet – An increase in the Benefit Base if the Covered Fund Value exceeds the current Benefit Base on the Ratchet Date.

Ratchet Date – During the Accumulation Phase, the Ratchet Date is the anniversary of the GLWB Participant’s Election Date and each anniversary thereafter. During the Withdrawal Phase, the Ratchet Date is the Initial Installment Date and each anniversary thereafter. If any anniversary in the Accumulation and Withdrawal Phase is a non-Business Day, the Ratchet Date shall be the preceding Business Day for that year.



34



Table of Contents

Request – An inquiry or instruction in a form satisfactory to Great-West. A valid Request must be: (i) received by Great-West at the Administrative Office in good order; and (ii) submitted in accordance with the provisions of the Contract, or as required by Great-West. The Request is subject to any action taken by Great-West before the Request was processed.

Reset – An optional GLWB Participant election during the Withdrawal Phase in which the current GAW Percentage and Benefit Base may be changed to the GLWB Participant’s Attained Age GAW Percentage and Covered Fund Value on the Ratchet Date.

Retirement Plan – The name of the plan as noted on the first page of the Contract.

Settlement Phase – The period when the Covered Fund Value has reduced to zero, but the Benefit Base is still positive. Installments continue under the terms of the Contract.

Spouses – Legally married under applicable Federal law.

Transfer – The reinvestment or exchange of all or a portion of the Covered Fund Value to or from a Covered Fund to: (i) another Covered Fund; or (ii) another investment option offered under the Retirement Plan.

Vested % – The vested portion of each Covered Fund divided by the total Covered Fund Value.

35



i

Disclosure Statement

Great-West SecureFoundation®

Group Fixed Deferred Annuity Contract

Describing the

Guaranteed Lifetime Withdrawal Benefit

Issued by:

8515 East Orchard Road


Tel. (800) 537-2033

May 1, 2012

This disclosure statement describes the Great-West SecureFoundation

® Group Fixed Deferred Annuity Contract (the

“Contract”) issued by Great-West Life & Annuity Insurance Company. The Contract describes the Guaranteed

Lifetime Withdrawal Benefit (“GLWB”). The Contract is available for use with 401(k), 401(a), or governmental

457(b) retirement plans (“Retirement Plans”). Plan Participants in Retirement Plans who choose to invest their

Accounts in of one of the Maxim SecureFoundation® mutual funds, which currently consist of the Maxim

SecureFoundation® Lifetime 2015 Portfolio, Maxim SecureFoundation

® Lifetime 2020 Portfolio, Maxim







SecureFoundation® Lifetime 2055 Portfolio (the “Maxim SecureFoundation

® Lifetime Portfolios”), and the Maxim

SecureFoundation® Balanced Portfolio, or one of the Orchard SecureFoundation collective trust funds, which currently

consist of the Orchard Trust SecureFoundation Lifetime 2015 Fund, Orchard Trust SecureFoundation Lifetime 2020

Fund, Orchard Trust SecureFoundation Lifetime 2025 Fund, Orchard Trust SecureFoundation Lifetime 2030 Fund,

Orchard Trust SecureFoundation Lifetime 2035 Fund, Orchard Trust SecureFoundation Lifetime 2040 Fund,

Orchard Trust SecureFoundation Lifetime 2045 Fund, Orchard Trust SecureFoundation Lifetime 2050 Fund,

Orchard Trust SecureFoundation Lifetime 2055 Fund (the “Orchard Trust SecureFoundation Lifetime Funds”), and

the Orchard Trust SecureFoundation Lifetime Balanced Fund (each, a “Covered Fund” and together, the “Covered

Funds”) must elect the GLWB for a fee. A Plan Participant who elects the GLWB is referred to as a “GLWB

Participant.” The GLWB is a payment of guaranteed income for the life of a designated person based on the GLWB

Participant’s investment in one or more of the Covered Funds, provided specified conditions are met, regardless of

how long the designated person lives or the actual performance or value of the Covered Funds. The Contract has no

cash value and no surrender value. The interests of the Contract Owner and Plan Sponsor in the Contract may not

be transferred, sold, assigned, pledged, charged, encumbered, or alienated in any way; however, if the Retirement

Plan is consolidated or merged with another plan or if the assets and liabilities of the Retirement Plan are transferred

ii

to another plan, the Contract may be assigned to the new Plan Sponsor and/or trustee if the Contract is permitted for

sale in that state.

This disclosure statement provides important information. Please retain this disclosure statement for future

reference. This disclosure statement does not constitute an offering in any jurisdiction in which such offering may not be

lawfully made.

The Contract:

Is NOT a bank deposit Is NOT FDIC insured Is NOT insured or endorsed by a bank or any government agency Is NOT available in every state

The Contract is issued by Great-West Life & Annuity Insurance Company. In reliance upon an exemption

available for insurance contracts issued in connection with Retirement Plans, the Contract is not registered

with the Securities and Exchange Commission (―SEC‖) under the Securities Act of 1933.

There are certain risks associated with the GLWB. See “Risk Factors” on page 6. The GLWB is novel and

innovative. While we understand that the Internal Revenue Service may be considering tax issues associated with

products similar to GLWB, to date the tax consequences of the GLWB have not been addressed in published legal

authorities. Under the circumstances, potential Contract Owners/Plan Sponsors should consult a tax advisor before

applying for the Contract and Plan Participants should consult a tax advisor before electing the GLWB.

iii

TABLE OF CONTENTS

SUMMARY .................................................................................................................................................................. 1

PRELIMINARY NOTE REGARDING TERMS USED IN THIS DISCLOSURE STATEMENT. .................................................. 1 WHAT IS THE GLWB? ............................................................................................................................................... 1 HOW MUCH DOES THE GLWB COST? ........................................................................................................................ 2 CAN THE GLWB PARTICIPANT CANCEL THE GLWB? ............................................................................................... 3 CAN THE CONTRACT OWNER/PLAN SPONSOR CANCEL THE CONTRACT?................................................................... 3 WHAT PROTECTION DOES THE GLWB PROVIDE?....................................................................................................... 3 HOW DOES THE GLWB WORK? ................................................................................................................................. 3 HOW DOES THE CONTRACT OWNER/PLAN SPONSOR APPLY FOR THE CONTRACT? .................................................... 4 HOW DOES A PLAN PARTICIPANT ELECT THE GLWB? .............................................................................................. 4 WHAT ARE THE DESIGNATED INVESTMENT OPTIONS? .............................................................................................. 4 IS THE GLWB RIGHT FOR PLAN PARTICIPANTS? ....................................................................................................... 5

RISK FACTORS ......................................................................................................................................................... 6

THE GUARANTEE THAT MAY BE PROVIDED UNDER THE GLWB IS CONTINGENT ON SEVERAL CONDITIONS

BEING MET.. ......................................................................................................................................................... 6 THE CONTRACT MAY TERMINATE. ............................................................................................................................. 8 THE RECEIPT OF PAYMENTS FROM US IS SUBJECT TO OUR CLAIMS PAYING ABILITY. ...................................................... 8 THERE MAY BE TAX CONSEQUENCES ASSOCIATED WITH THE GLWB. ....................................................................... 8 OTHER INFORMATION. ............................................................................................................................................... 8

THE CONTRACT ....................................................................................................................................................... 9

INVESTMENT OPTIONS – THE COVERED FUNDS .......................................................................................... 9

MAXIM SECUREFOUNDATION®

BALANCED PORTFOLIO ......................................................................... 10 INVESTMENT OBJECTIVE. ...................................................................................................................................... 10

PRINCIPAL INVESTMENT STRATEGIES. ................................................................................................................... 10

MAXIM SECUREFOUNDATION®

LIFETIME PORTFOLIOS .......................................................................... 10 INVESTMENT OBJECTIVE. ...................................................................................................................................... 11


ORCHARD SECUREFOUNDATION BALANCED FUND ................................................................................. 11 INVESTMENT OBJECTIVE. ...................................................................................................................................... 11


ORCHARD SECUREFOUNDATION LIFETIME FUNDS .................................................................................. 12 INVESTMENT OBJECTIVE. ...................................................................................................................................... 12


ADDING AND REMOVING COVERED FUNDS................................................................................................. 13

THE ACCUMULATION PHASE ............................................................................................................................ 13

COVERED FUND VALUE. ........................................................................................................................................ 13 BENEFIT BASE. ........................................................................................................................................................ 14 ADDITIONAL CONTRACT CONTRIBUTIONS TO THE BENEFIT BASE. .......................................................................... 14 RATCHET DATE ADJUSTMENTS TO THE BENEFIT BASE. .......................................................................................... 15 EFFECT OF DISTRIBUTIONS AND TRANSFERS DURING THE ACCUMULATION PHASE. ............................................... 15

iv

LOANS. .................................................................................................................................................................... 16 DEATH DURING THE ACCUMULATION PHASE. ......................................................................................................... 17

THE GAW PHASE ................................................................................................................................................... 17

INSTALLMENTS. ....................................................................................................................................................... 18 CALCULATION OF INSTALLMENT AMOUNT. ............................................................................................................. 18 INSTALLMENT FREQUENCY OPTIONS. ...................................................................................................................... 20 VESTING. ................................................................................................................................................................. 20 LUMP SUM DISTRIBUTION OPTION. ......................................................................................................................... 21

ASSUME THE FOLLOWING: ............................................................................................................................... 21

SUSPENDING AND RE-COMMENCING INSTALLMENTS AFTER A LUMP SUM DISTRIBUTION. ..................................... 21 OPTIONAL RESETS OF THE GAW% DURING THE GAW PHASE. .............................................................................. 22 EFFECT OF EXCESS WITHDRAWALS DURING THE GAW PHASE............................................................................... 23 DEATH DURING THE GAW PHASE. .......................................................................................................................... 24

IF A GLWB PARTICIPANT DIES DURING THE GAW PHASE AS A SOLE COVERED PERSON ................................ 24

IF A GLWB PARTICIPANT DIES DURING THE GAW PHASE WHILE JOINT COVERED PERSON IS LIVING........... 24

THE SETTLEMENT PHASE .................................................................................................................................. 24

EXAMPLES OF HOW THE GLWB WORKS ...................................................................................................... 25

GUARANTEE BENEFIT FEE ................................................................................................................................ 27

WILL THE GLWB PARTICIPANT PAY THE SAME AMOUNT (IN DOLLARS) FOR THE WITHDRAWAL

GUARANTEE EVERY MONTH? ............................................................................................................................. 29

DIVORCE PROVISIONS......................................................................................................................................... 30

DURING THE ACCUMULATION PHASE. ..................................................................................................................... 30 DURING THE GAW PHASE. ...................................................................................................................................... 31

IF THERE IS A SOLE COVERED PERSON. ................................................................................................................. 31

IF THERE ARE JOINT COVERED PERSONS. .............................................................................................................. 31

DURING THE SETTLEMENT PHASE. .......................................................................................................................... 32

EFFECT OF ANNUITIZATION ............................................................................................................................. 32

ELECTION OF ANNUITY OPTIONS. ............................................................................................................................ 32

TERMINATION OF THE CONTRACT ................................................................................................................ 33

IF THE PLAN SPONSOR TERMINATES THE CONTRACT. ............................................................................................. 33 IF GREAT-WEST TERMINATES THE CONTRACT. ....................................................................................................... 33 OTHER TERMINATION. ............................................................................................................................................. 33

ROLL-OVERS ........................................................................................................................................................... 34

MISCELLANEOUS PROVISIONS ........................................................................................................................ 35

THE CONTRACT. ...................................................................................................................................................... 35 CERTIFICATES ISSUED. ............................................................................................................................................ 35 ENTIRE CONTRACT. ................................................................................................................................................. 35 CONTRACT MODIFICATION. ..................................................................................................................................... 36 PLAN PROVISIONS.................................................................................................................................................... 36 NON-PARTICIPATING. .............................................................................................................................................. 36 CURRENCY AND CONTRACT CONTRIBUTIONS. ........................................................................................................ 36 NOTICES OR OTHER COMMUNICATIONS. ................................................................................................................. 36 DISCLAIMER. ........................................................................................................................................................... 36

v

REPRESENTATIONS. ................................................................................................................................................. 37 NON-WAIVER. ......................................................................................................................................................... 37 APPLICABLE TAX. .................................................................................................................................................... 37 INFORMATION. ......................................................................................................................................................... 37 MISSTATEMENTS. .................................................................................................................................................... 37 PLAN LEVEL PORTABILITY. .................................................................................................................................. 37

FINANCIAL CONDITION OF THE COMPANY ................................................................................................ 38

TAXATION OF THE GLWB .................................................................................................................................. 38

IN GENERAL ............................................................................................................................................................ 39 RETIREMENT PLANS ................................................................................................................................................ 39 TAX CONSEQUENCES FOR PARTICIPANTS ................................................................................................................ 40 SEEK TAX ADVICE ................................................................................................................................................... 40

ABOUT US ................................................................................................................................................................. 40

SALES OF THE CONTRACT ................................................................................................................................. 41

ADDITIONAL INFORMATION ............................................................................................................................. 42

OWNER QUESTIONS. ................................................................................................................................................ 42 STATE REGULATION. ............................................................................................................................................... 42 EVIDENCE OF DEATH, AGE, GENDER, OR SURVIVAL. .............................................................................................. 42

DEFINITIONS ........................................................................................................................................................... 43

1

SUMMARY

Preliminary Note Regarding Terms Used in This Disclosure Statement. Certain terms used in this disclosure statement have specific and important meanings. Some important terms are

explained below, and in most cases the meaning of other important terms is explained the first time they are used in

the disclosure statement. In the back of this disclosure statement, there is a listing of all of the terms, with the

meaning of each term explained.

The “Contract” is the Great-West SecureFoundation® Group Fixed Deferred Annuity Contract issued by

Great-West Life & Annuity Insurance Company.

The “GLWB” is the Guaranteed Lifetime Withdrawal Benefit available for a fee to Plan Participants who

choose to invest their Accounts in the Covered Funds.

“We,” “us,” “our,” “Great-West,” or the “Company” means Great-West Life & Annuity Insurance

Company.

“Covered Person” or “Covered Persons” means the person or persons, respectively whose age is used for

certain important purposes under the GLWB, including determining the amount of the guaranteed income

that may be provided by the GLWB. The Covered Person is either the GLWB Participant or the GLWB

Participant and his or her spouse.

“Covered Fund” or “Covered Funds” refer to the Maxim SecureFoundation® Lifetime 2015 Portfolio, Maxim









SecureFoundation® Balanced Portfolio, Orchard Trust SecureFoundation Lifetime 2015 Fund, Orchard Trust

SecureFoundation Lifetime 2020 Fund, Orchard Trust SecureFoundation Lifetime 2025 Fund, Orchard

Trust SecureFoundation Lifetime 2030 Fund, Orchard Trust SecureFoundation Lifetime 2035 Fund,

Orchard Trust SecureFoundation Lifetime 2040 Fund, Orchard Trust SecureFoundation Lifetime 2045

Fund, Orchard Trust SecureFoundation Lifetime 2050 Fund, Orchard Trust SecureFoundation Lifetime

2055 Fund, and the Orchard Trust SecureFoundation Lifetime Balanced Fund.

We believe that in most cases, the GLWB Participant will be the only Covered Person. Therefore, for ease of

reference, most of the discussion in this disclosure statement assumes that the GLWB Participant is the only

Covered Person. In some places in the disclosure statement, however, we explain how certain features of the

GLWB differ if there are joint Covered Persons. The following is a summary of the GLWB. Please read the entire disclosure statement in addition to this summary.

What is the GLWB?

The GLWB is the payment of guaranteed minimum lifetime income that the GLWB Participant will receive,

regardless of how long the Covered Person lives or how the Covered Fund performs (provided that specified

conditions are met). The GLWB does not have a cash value.

Provided specified conditions are met, if the value of the shares/units in the Covered Fund (“Covered Fund Value”)

owned by a GLWB Participant equals zero as a result of Covered Fund performance, the Guarantee Benefit Fee,

certain other fees that are not directly associated with the GLWB (e.g., custodian fees or advisory fees), and/or

Guaranteed Annual Withdrawal(s) (“GAW”), we will make annual payments to the GLWB Participant for the rest

of his or her life.

2

The amount of the GAW that a GLWB Participant may take may increase from time to time based on the Covered

Fund Value. It may also decrease if the GLWB Participant takes Excess Withdrawals (discussed below).

The guaranteed income that may be provided by the GLWB is based on the age and life of the Covered Person (or if

there are joint Covered Persons, on the age of the younger joint Covered Person with payments intending to be paid

over the lives of both Covered Persons) as of the date we calculate the first Installment. A joint Covered Person

must be the spouse of the Covered Person and the spouse must be the 100% primary beneficiary of the Covered

Person under the Retirement Plan.

How much does the GLWB Cost?

While the Contract is in force, a Guarantee Benefit Fee will be calculated and deducted from the Covered Fund

Value on a monthly basis. It will be paid by redeeming the number of fund shares/units of the Covered Fund equal

to the Guarantee Benefit Fee. The Guarantee Benefit Fee is calculated as a specified percentage of the Covered

Fund Value at the time the Guarantee Benefit Fee is calculated. If we do not receive the Guarantee Benefit Fee

(except during Settlement Phase), the GLWB will terminate as of the date that the fee is due. We will not provide

GLWB Participants with notice prior to termination of the Contract and we will not refund the Guarantee Benefit

Fee upon termination of the Contract. The Guarantee Benefit Fee compensates us for the costs and risks we assume for providing the GLWB (including

marketing, administration, and profit). The guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for the GLWB is shown below.

The amount we currently charge is also shown below.

The maximum Guarantee Benefit Fee, as a percentage of the Covered Fund Value, on an annual basis,

is 1.5%.

The minimum Guarantee Benefit Fee, as a percentage of the Covered Fund Value, on an annual basis,

is 0.70%.

The current Guarantee Benefit Fee, as a percentage of the Covered Fund Value, on an annual basis, is

0.90%. We may change the Guarantee Benefit Fee at any time within the minimum and maximum range described above

upon thirty (30) days prior written notice to the GLWB Participant and the Plan Sponsor. We determine the

Guarantee Benefit Fee based on observations of a number of experience factors, including, but not limited to,

interest rates, volatility, investment returns, expenses, mortality and lapse rates. As an example, if mortality

experience improves faster than we have anticipated, and the population in general is expected to live longer than

initially projected, we might increase the Guarantee Benefit Fee to reflect our increased probability of paying

longevity benefits. However, improvements in mortality experience is provided as an example only, we reserve the

right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience

factors change (although we will never increase the fee above the maximum or decrease the fee below the

minimum). We do not need the happening of any event before we may change the Guarantee Benefit Fee.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial and

other services, and charges imposed by the Covered Funds. Premium taxes may be applicable in certain states. Premium tax applicability and rates vary by state and may

change. We reserve the right to deduct any such tax from premium when received.

3

Can the GLWB Participant cancel the GLWB?

The GLWB Participant may cancel the GLWB by causing the Covered Fund Value and the Benefit Base to be

reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the

Guarantee Benefit Fee. If the GLWB Participant cancels the GLWB, then the GLWB Participant will be prohibited

from making any Transfer into the same Covered Fund for at least ninety (90) calendar days. We will not return any

portion of the Guarantee Benefit Fee.

Can the Contract Owner/Plan Sponsor cancel the Contract?

The Contract Owner and Plan Sponsor have the right to cancel the Contract upon 75 days written notice to us

without additional charges. If the Contract Owner or Plan Sponsor cancels the Contract, then the GLWB

Participants in the Retirement Plan generally will lose their GLWB and all associated benefits. However, if the Plan

Sponsor has executed the appropriate amendment to the Contract, then a GLWB Participant who reaches Settlement

Phase before the date of cancellation will continue to receive Installments as if the Contract had not been cancelled.

We will not return any portion of the Guarantee Benefit Fee that has been collected.

What protection does the GLWB provide?

By electing the GLWB as a source or potential source of lifetime retirement income or other long-term purposes,

GLWB Participants receive two basic protections. Provided that certain conditions are met, GLWB Participants will

be protected from:

longevity risk, which is the risk that a GLWB Participant will outlive the assets invested in the

Covered Fund; and

income volatility risk, which is the risk of downward fluctuations in a GLWB Participant’s retirement

income due to changes in market performance.

Both of these risks increase as a result of poor market performance early in retirement. Point-in-time risk (which is

the risk of retiring on the eve of a down market) significantly contributes to both longevity and income volatility risk. The Contract does not provide a guarantee that the Covered Fund will retain a certain value or that the value of the

Covered Fund will remain steady or grow over time. Instead, it provides for the GLWB, which is a guaranteed level

of annual income that the GLWB Participant will receive for life (provided that specified conditions are met),

regardless of the performance of the Covered Funds and regardless of how long the Covered Person lives. Therefore,

it is important for the GLWB Participant to understand that while the preservation of capital may be a goal of the

GLWB Participant, the Contract does not guarantee the achievement of that goal.

How does the GLWB work? The GLWB has three phases: an “Accumulation Phase,” a “GAW Phase,” and a “Settlement Phase.”

The Accumulation Phase: During the Accumulation Phase, the GLWB Participant may direct additional

Contract Contributions to the Covered Fund, which establishes the Benefit Base (this is the sum of all Contract

Contributions minus any withdrawals and any adjustments made on the “Ratchet Date” as described later), and

take Distributions from his or her Account just as he or she otherwise would be permitted to (although Excess

Withdrawals will reduce the amount of the Benefit Base under the Contract). The GLWB Participant is

responsible for managing withdrawals during the Accumulation Phase.

The GAW Phase: After the GLWB Participant (or if there are joint Covered Persons, the younger joint

Covered Person) has turned age 55, then he or she can enter the GAW Phase and begin to take GAWs (which

4

are annual withdrawals that do not exceed a specified amount) without reducing the Benefit Base. GAWs

before age 59 ½ may result in certain tax penalties.

Settlement Phase: If the Covered Fund Value falls to zero as a result of Covered Fund performance, the

Guarantee Benefit Fee, certain other fees that are not directly associated with the GLWB (e.g., custodian fees

or advisory fees), and/or GAWs, the Settlement Phase will begin. During the Settlement Phase, we make

Installments to the GLWB Participant for life. However, the Settlement Phase may never occur, depending on

how long the Covered Person lives and how well the Covered Fund performs.

The Installments that the GLWB Participant may receive when he or she is in the GAW Phase or Settlement Phase

are determined by multiplying the vested Benefit Base by the GAW Percentage (GAW%), which is determined by

the age of the Covered Person(s) as of the date we calculate the first Installment. As described in more detail below,

the amount of the Installments may increase on an annual basis during the GAW Phase due to positive Covered

Fund performance, and will decrease as a result of any Excess Withdrawals. If the Contract is terminated, all

Installments will cease.

How does the Contract Owner/Plan Sponsor apply for the Contract?

The Contract Owner/Plan Sponsor may apply for the Contract by completing an application or other form authorized

by us and executing the Contract. The Contract Owner/Plan Sponsor is also required to add one or more Covered

Funds to the eligible investment options for the Retirement Plan. If the application or form is accepted by us at our

Administrative Office, we will issue a Contract to the Contract Owner/Plan Sponsor describing the rights and

obligations under the Contract.

How does a Plan Participant Elect the GLWB?

The Plan Participant is required to elect the GLWB in connection with investing some or all of his or her Account in

shares/units of a Covered Fund. However, the actual date of election of the GLWB will depend on which Covered

Funds the Plan Participant selects. For the Maxim SecureFoundation® Lifetime Portfolios and the Orchard Trust

SecureFoundation Lifetime Funds, the Plan Participant will not be deemed to have actually elected the GLWB until the

first business day of the year that is ten years prior to the date in the name of the fund and does not pay the Guaranteed

Benefit Fee until the election is made. The GLWB Participant may allocate any amount to the Covered Fund.

However, the Benefit Base is limited to $5,000,000. The GLWB may only be elected by Plan Participants in

Retirement Plans that offer the Covered Funds.


The following is a list of the currently available Covered Funds

Maxim SecureFoundation® Lifetime 2015 Portfolio









Maxim SecureFoundation® Balanced Portfolio

Orchard Trust SecureFoundation Lifetime 2015 Fund



5







Orchard Trust SecureFoundation Lifetime Balanced Fund In general, if the Plan Participant invests in one of the Covered Funds, he or she is required to elect the GLWB.

However, the actual date of election of the GLWB will depend on which Covered Funds the Plan Participant selects.

For the Maxim SecureFoundation® Lifetime Portfolios and the Orchard Trust SecureFoundation Lifetime Funds, the

Plan Participant is not deemed to have actually elected the GLWB until the first business day of the year that is ten years

prior to the date in the name of the fund. For example, if the Maxim SecureFoundation® Lifetime 2055 Portfolio is

selected for investment today, the Plan Participant will not elect the GLWB until January 3, 2045, the GLWB

Participant will not have any rights or benefits under the GLWB until January 3, 2045, and will not be charged the

Guarantee Benefit Fee until the end of January 2045. If the Plan Participant later decides to cancel the GLWB, the

Plan Participant will need to redeem all shares/units in the Covered Fund in order to do so. The Plan Participant

cannot remain invested in a Covered Fund without having the GLWB.

Is the GLWB Right for Plan Participants?

The GLWB may be right for a Plan Participant if the Plan Participant believes that he or she may outlive his or her

retirement investments or is concerned about market risk. If the Plan Participant believes that his or her retirement

investments will be sufficient to provide for his or her retirement expenses regardless of market performance or his

or her lifespan, then the GLWB may not be right for that Plan Participant.

The GLWB does not protect the actual value of the investments in the Retirement Plan or guarantee the Covered

Fund Value. For example, if the Plan Participant allocates $500,000 to a Covered Fund, and the Covered Fund

Value has dropped to $400,000 on the Initial Installment Date, we are not required to add $100,000 to the Covered

Fund Value. Instead, the GLWB guarantees that when the Plan Participant reaches the Initial Installment Date, he or

she may begin GAWs based upon a Benefit Base of $500,000, rather than $400,000 (so long as specified conditions

are met).

The GAWs are made from the Plan Participant’s own investment. We start using our money to make Installments to

the Plan Participant only if the Covered Fund Value is reduced to zero due to Covered Fund performance, the

Guarantee Benefit Fee, certain other fees that are not directly associated with the GLWB, and/or GAWs. We limit

our risk under the GLWB in this regard by limiting the amount the Plan Participant may withdraw each year to

GAWs. If the Plan Participant needs to take Excess Withdrawals, he or she may not receive the full benefit of the

GLWB.

If the return on the Covered Fund Value over time is sufficient to generate gains that can sustain constant GAWs,

then the GLWB would not have provided any financial gain to the Plan Participant. Conversely, if the return on the

Covered Fund Value over time is not sufficient to generate gains that can sustain constant GAWs, then the GLWB

would be beneficial to the Plan Participant.

Plan Participants should discuss investment strategy and risk tolerance with a financial advisor before purchasing the

GLWB.

6

RISK FACTORS

There are a number of risks described below.

The guarantee that may be provided under the GLWB is contingent on several conditions

being met. In certain circumstances the GLWB Participant may not realize a benefit from

the GLWB.

If the Plan Sponsor selects a new record keeper, the GLWB Participant may lose the entire benefit.

Currently, the Contracts are only offered to Plan Sponsors of Retirement Plans that select Great-West as

their record keeper. If the Plan Sponsor elects a new record keeper, it is likely that this will result in the

termination of the Contract and the GLWB Participant will lose his or her benefit. The Guarantee Benefit

Fee will not be refunded.

The Plan Sponsor May Cancel the Contract or remove the Covered Funds. The GLWB is an investment

option offered by the Retirement Plan and is contingent on offering one or more of the Covered Funds. The

Plan Sponsor may elect to cancel the Contract at any time or remove the Covered Funds from the Retirement

Plan’s investment options. If the Plan Sponsor takes either of these actions, the GLWB Participant generally

will lose the entire benefit. However, if the Plan Sponsor executed the appropriate amendment to the

Contract, then if a Plan Sponsor eliminates a Covered Fund from the Plan and transfers all Covered Fund

assets to another Covered Fund offered in the Plan, Great-West shall restore the GLWB Participant’s

Benefit Base and GAW, if applicable, to the same amounts as held by the GLWB Participant before the

transfer of the Covered Fund assets. The Guarantee Benefit Fee will not be refunded.

The GLWB Participant may die before receiving payments from us or may not live long enough to receive

enough income to exceed the amount of the Guarantee Benefit Fees paid. If the GLWB Participant

(assuming that the GLWB Participant is the sole Covered Person) dies before the Covered Fund Value is

reduced to zero, he or she will never receive any payments under the GLWB. The GLWB does not have any

cash value or provide a death benefit. Furthermore, even if the GLWB Participant begins to receive

Installments in the Settlement Phase, he or she may die before receiving an amount equal to or greater than the

amount paid in Guarantee Benefit Fees.

The Covered Funds may perform well enough so that the GLWB Participant may not need the guarantee.

The Covered Funds are managed by a registered investment adviser, GW Capital Management, LLC, doing

business as Maxim Capital Management, LLC (“MCM”), a wholly owned subsidiary of Great-West.

MCM manages the SecureFoundation Lifetime Portfolios to become more conservative as time goes on,

which may minimize the likelihood that the GLWB Participant will experience a significant loss of capital

at an advanced age. MCM also has the flexibility to manage the SecureFoundation® Balanced Portfolio

conservatively. Therefore, there is a good chance that the Covered Funds will perform well enough that

GAWs will not reduce Covered Fund Value to zero. As a result, the likelihood that we will make payments

to the GLWB Participant is minimal. In this case, the GLWB Participant will have paid us the Guarantee

Benefit Fee and received no payments in the Settlement Phase in return.

The GLWB Participant may need to make Excess Withdrawals, which have the potential to substantially

reduce or even terminate the benefits provided by the GLWB. Because personal financial needs can arise

unpredictably (e.g., unexpected medical bills), the GLWB Participant may need to make a withdrawal from the

Covered Fund before the start of the GAW Phase or following the start of the GAW Phase in an amount larger

than the GAW. These types of withdrawals are Excess Withdrawals that will reduce or eliminate the guarantee

7

provided by the GLWB. There is no way to cure any decrease in the benefits due to Excess Withdrawals. To

avoid making Excess Withdrawals, the GLWB Participant will need to carefully manage his or her

withdrawals. We are not required to warn the GLWB Participant of Excess Withdrawals or other actions with

adverse consequences.

The GLWB Participant may choose to cancel the GLWB prior to a severe market downturn. The GLWB is

designed to protect the GLWB Participant from outliving the assets in the Covered Fund. If the GLWB

Participant terminates the GLWB before reaching the GAW Phase or Settlement Phase, we will not make

payments to the GLWB Participant, even if subsequent Covered Fund performance reduces the Covered

Fund Value to zero.

The GLWB Participant might not begin making GAWs at the most financially beneficial time. Because of

decreasing life expectancy as the GLWB Participant ages, in certain circumstances, the longer the GLWB

Participant waits to start taking GAWs, the less likely it is that he or she will benefit from the GLWB. On the

other hand, the earlier the GLWB Participant begins taking GAWs, the lower the GAW Percentage he or she

will receive and therefore the lower the GAWs (if any) will be. Because of the uncertainty of how long the

GLWB Participant will live and how the investments will perform over time, it will be difficult for the GLWB

Participant to determine the most financially beneficial time to begin making GAWs.

If the GLWB Participant changes his or her Retirement Plan record keeper, the GLWB Participant may never

receive a benefit. The GLWB is currently available to Plan Participants in Retirement Plans. If the GLWB

Participant moves assets to another retirement plan record keeper or to an IRA that does not offer the GLWB,

he or she may never receive a benefit. The Guarantee Benefit Fee will not be refunded.

We reserve the right to increase the Guarantee Benefit Fee at any time. If we increase the Guarantee

Benefit Fee, then depending upon how long the Covered Person lives, he or she may not receive enough

income to exceed the amount of total fees paid.

The deduction of the Guarantee Benefit Fee each month will negatively affect the growth of the Covered Fund

Value. The growth of the Covered Fund Value is likely important to the GLWB Participant because the

GLWB Participant may never receive Installments during Settlement Phase. Therefore, depending on how

long the Covered Person lives and the investments perform, the GLWB Participant may be financially better

off without electing the GLWB.

The GLWB limits investment choices. Only certain funds are available under the GLWB. These Covered

Funds may be managed in a more conservative fashion than other mutual funds available. If a Plan

Participant does not elect the GLWB, it is possible that he or she may invest in other mutual funds (or other

types of investments) that experience higher growth or lower losses, depending on the market, than the

Covered Funds experience. It is impossible to know how various investments will fare on a comparative

basis.

Covered Funds may become ineligible. We reserve the right to designate Covered Funds that were

previously eligible for use with the Contract as ineligible for use with the Contract, for any reason

including due to changes to their investment objectives. In the event that we designate all of the Covered

Funds as ineligible or if they are liquidated, we will designate a new fund as a Covered Fund. The new

Covered Fund may have higher fees and charges and different investment objectives/strategies than the

ineligible Covered Fund. In addition, designating a new fund as a Covered Fund may result in an increase

in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%.

The Guarantee Benefit Fee will not be refunded if the Covered Funds become ineligible or are liquidated.

If the Plan Sponsor removes a Covered Fund, we are not obligated to designate a new Covered Fund.

8

The Contract may terminate.

The Plan Sponsor may terminate the Contract upon 75 days written notice to us. If the Plan Sponsor

terminates the Contract, then all benefits, rights, and privileges provided by the Contract, including without

limitation, the GLWB, generally shall terminate. However, if the Plan Sponsor executed the appropriate

amendment to the Contract, then those rights and benefits conferred upon GLWB Participants in the

Settlement Phase at the time of Contract termination shall remain in effect as if the Contract had not been

terminated. The Guarantee Benefit Fee will not be refunded if the Plan Sponsor terminates the Contract.

We may terminate the Contract upon 75 days (up to 90 days for certain Retirement Plans that have at least

$250 million in Retirement Plan assets) written notice to the Plan Sponsor. If we terminate the Contract,

such termination will not adversely affect the rights of the GLWB Participant under the Contract, except that

we will not permit additional Contract Contributions to the Covered Fund. However, we will accept

reinvested dividends and capital gains. The GLWB Participant will still be obligated to pay the Guarantee

Benefit Fee.

The GLWB will terminate if the Guaranteed Benefit Fee is not paid. If we do not receive the Guarantee

Benefit Fee (except during Settlement Phase), including as a result of the failure of the Plan Sponsor or

custodian to submit it to us, the GLWB will terminate as of the date that the fee is due.

The receipt of payments from us is subject to our claims paying ability.

Any payments we are required to make to the GLWB Participant under the GLWB will depend on our long-

term ability to make such payments. We will make all payments under the GLWB in Settlement Phase from

our general account, which is not insulated from the claims of our third party creditors. Therefore, receipt of

payments from us is subject to our claims paying ability.

Currently, our financial strength is rated by three nationally recognized statistical rating organizations

(“NRSRO”), ranging from superior to excellent to very strong. Our ratings reflect the NRSROs' opinions that

we have a superior, excellent, or a very strong ability to meet our ongoing obligations. An excellent and very

strong rating means that we may have somewhat larger long-term risks than higher rated companies that may

impair its ability to pay benefits payable on outstanding insurance policies on time. The financial strength

ratings are the NRSROs' current opinions of our financial strength with respect to our ability to pay under our

outstanding insurance policies according to their terms and the timeliness of payments. The NRSRO ratings

are not specific to the Contract.

GLWB Participants and the Contract Owner may obtain information on our financial condition by reviewing

Form 10-K, which is the Annual Report we file with the Securities and Exchange Commission pursuant to

Sections 13 and 15(d) of the Securities Exchange Act of 1934. For further information, see “Financial

Condition of the Company” later in this disclosure statement.

There may be tax consequences associated with the GLWB.

The GLWB is novel and innovative and to date, the tax consequences of the GLWB have not been addressed in published legal authorities. Potential Contract Owners and Plan Sponsors should consult a tax advisor before applying for a Contract and Plan Participants should consult a tax advisor before electing the GLWB. See “Taxation” later in this disclosure statement for further discussion of tax issues relating to the GLWB.

Other Information.

There are various regulatory protections that do not apply to the Contract. The Contract is not registered with

the Securities and Exchange Commission or any state securities administrator. We are neither an investment

9

company nor an investment adviser and do not provide investment advice in connection with the Contract and

the benefits provided under the Contract. We are not governed by the Investment Advisers Act of 1940 (the

“Advisers Act”) or the Investment Company Act of 1940 (the “1940 Act”). Accordingly, the protections

provided by the Advisers Act and the 1940 Act are not applicable with respect to the Contract and the benefits

provided under the Contract.

THE CONTRACT

The GLWB is offered under a group fixed deferred annuity contract. The Contract is only available to Plan

Participants whose assets are invested in one or more Covered Funds. The Contract is designed for Plan Participants

who intend to use their investments in the Covered Fund as the basis for periodic withdrawals (such as systematic

withdrawal programs involving regular annual withdrawals of a certain percentage of the Covered Fund Value) to

provide income payments for retirement or for other purposes. For more information about the Covered Funds,

a GLWB Participant should talk to his or her advisor and review the prospectuses for the Covered Funds.

The GLWB is a payment of guaranteed income for the life of the Covered Person (or, if these are joint Covered

Persons, the remaining lives of both joint Covered Persons) should the Covered Fund Value equal zero as a result of

GAWs, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Contract (e.g., plan

fees, custodian fees, advisory fees), and/or Covered Fund performance.


The Contract provides protection relating to the Covered Funds by ensuring that, regardless of how the Covered

Fund(s) actually performs or the actual Covered Fund Value when the GAW Phase begins, for retirement or other

purposes, the GLWB Participant will receive predictable income payments for as long as he or she lives so long as

specified conditions are met.

In general, the Plan Participant is required to elect the GLWB in connection with the allocation of some or all of his

or her Account with a Covered Fund. However, the actual date of election of the GLWB will depend on which

Covered Funds the Plan Participant chooses. For the Maxim SecureFoundation® Lifetime Portfolios and the Orchard

Trust SecureFoundation Lifetime Funds, the Plan Participant does not actually elect the GLWB until the first Business

Day of the year that is ten years prior to the date in the name of the fund, which is known as the “Guarantee Trigger

Date.” (The Guarantee Trigger Date is also the GLWB Election Date.) Thus, it is possible to redeem the shares/units of

a Maxim SecureFoundation® Lifetime Portfolio or Orchard Trust SecureFoundation Lifetime Fund prior to the

Guarantee Trigger Date. For example, if the Plan Participant chooses the Maxim SecureFoundation® Lifetime 2055

Portfolio, he or she will not elect the GLWB until January 3, 2045, he or she will not have any rights or benefits under

the GLWB until January 3, 2045, and if the GLWB Participant chooses to redeem all the shares/units prior to January 3,

2045, he or she will not be charged the Guarantee Benefit Fee. If the GLWB Participant later decides to cancel the

GLWB, the GLWB Participant will need to redeem all of the shares/units in the Covered Fund in order to do

so. The Plan Participant cannot remain invested in a Covered Fund without having the GLWB.

If the GLWB Participant decides that he does not want the GLWB, he will need to redeem the shares/units of the

Covered Fund to cancel the GLWB. The GLWB Participant cannot remain invested in a Covered Fund without the

GLWB.

The Company provides the GLWB, but the Company is not an investment adviser and does not provide investment

advice in connection with the GLWB.

As described in more detail in the Covered Fund prospectuses or disclosure memoranda, in addition to the

Guarantee Benefit Fee, there are certain fees and charges associated with the Covered Funds, which may reduce the

10

Covered Fund Value. These fees may include management fees, distribution fees, acquired fund fees and expenses,

redemption fees, exchange fees, advisory fees, and/or administrative fees.

The following information about the Covered Funds is only a summary of important information. More detailed

information about the Covered Funds’ investment strategies and risks are included in each Covered Fund’s prospectus or

disclosure memorandum. Please read that separate prospectus or disclosure memorandum carefully before investing in a

Covered Fund.

MAXIM SECUREFOUNDATION® BALANCED PORTFOLIO

The portfolio is designed for investors seeking a professionally designed asset allocation program to simplify the

accumulation of assets prior to retirement together with the potential benefit of the GLWB. The portfolio strives to

provide shareholders with a high level of diversification primarily through both a professionally designed asset allocation

model and professionally selected investments in underlying portfolios (the “Underlying Portfolios”). The intended

benefit of asset allocation is diversification, which is expected to reduce volatility over the long-term.

The portfolio is a “fund of funds” that pursues its investment objective by investing in other mutual funds, including

Underlying Portfolios that may or may not be affiliated with the Maxim SecureFoundation® Balanced Portfolio, cash and

cash equivalents.

The portfolio has three classes of shares, Class G, Class G1 and Class L shares. Each class is identical except that

Class G1 and Class L shares have a distribution or “Rule 12b-1” plan. The distribution plan provides for a

distribution fee. Because the distribution fee is paid out of the Class G1 or Class L’s assets on an ongoing basis,

over time these fees will increase the cost of the investment and may cost more than paying other types of sales

charges. Class L shares are only available to IRA custodians or trustees.




Under normal conditions, the portfolio will invest 50-70% of its net assets (plus the amount of any borrowings for

investment purposes) in Underlying Portfolios that invest primarily in equity securities and 30-50% of its net assets (plus

the amount of any borrowings for investment purposes) in Underlying Portfolios that invest primarily in fixed income

securities.

MAXIM SECUREFOUNDATION® LIFETIME PORTFOLIOS

There are nine separate SecureFoundation Lifetime Portfolios. These are the:

Maxim SecureFoundation

® Lifetime 2015 Portfolio









11

Each Maxim SecureFoundation® Lifetime Portfolio provides an asset allocation strategy and is designed to meet

certain investment goals based on an investor’s investment horizon (such as projected retirement date) and personal

objectives.

Each Maxim SecureFoundation® Lifetime Portfolio is a “fund of funds” that pursues its investment objective by

investing in other mutual funds, including mutual funds that may or may not be affiliated with the SecureFoundation

Lifetime Portfolios (collectively, “Underlying Portfolios”), cash and cash equivalents. The Maxim SecureFoundation®

Lifetime Portfolios use asset allocation strategies to allocate assets among the Underlying Portfolios.

The Maxim SecureFoundation ®

Lifetime Portfolios have three classes of shares, Class G shares, Class G1 and Class

L shares. Each class is identical except that Class G1 and Class L shares have a distribution or “Rule 12b-1” plan.

The distribution plan provides for a distribution fee. Because the distribution fee is paid out of the Class G1 or Class

L’s assets on an ongoing basis, over time these fees will increase the cost of the investment and may cost more than

paying other types of sales charges. Class L shares are only available to IRA custodians or trustees.


Each Maxim SecureFoundation

® Lifetime Portfolio seeks long-term capital appreciation and income consistent with its

current asset allocation.


Each Maxim SecureFoundation

® Lifetime Portfolio seeks to achieve its objective by investing in a professionally

selected mix of Underlying Portfolios that is tailored for investors planning to retire in, or close to, the year designated in

the name of the Maxim SecureFoundation ®

Lifetime Portfolio. Depending on its proximity to the year designated in the

name of the SecureFoundation Lifetime Portfolio, each Maxim SecureFoundation ®

Lifetime Portfolio employs a

different combination of investments among different Underlying Portfolios in order to emphasize, as appropriate,

growth, income, and/or preservation of capital. Over time until the Guarantee Trigger Date, each Maxim

SecureFoundation ®

Lifetime Portfolio’s asset allocation strategy will generally become more conservative, with greater

emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for

growth. Once a Maxim SecureFoundation

® Lifetime Portfolio reaches its Guarantee Trigger Date, the asset allocation

between equity and fixed-income investments is anticipated to become relatively static, subject to any revisions to the

asset classes, asset allocations, and Underlying Portfolios made by Maxim Capital Management, LLC. After its

Guarantee Trigger Date, it is anticipated that each Maxim SecureFoundation ®

Lifetime Portfolio will invest 50-70% of

its net assets in Underlying Portfolios that invest primarily in equity securities and 30-50% of its net assets in Underlying

Portfolios that invest primarily in fixed income securities.

ORCHARD TRUST SECUREFOUNDATION BALANCED FUND


The Orchard Trust SecureFoundation Balanced Fund seeks long-term capital appreciation and income.


The Orchard Trust SecureFoundation Balanced Fund is a “fund-of-funds” that pursues its investment objective by

investing in a professionally selected mix of pooled investment funds (the “Underlying Investments”) managed by

non-affiliated investment advisers. The Orchard Trust SecureFoundation Balanced Fund is designed for eligible

trusts seeking a professionally designed asset allocation program to simplify the accumulation of retirement assets.

The Orchard Trust SecureFoundation Balanced Fund is intended to provide eligible trusts with diversification

primarily through both a professionally designed asset allocation model and professionally selected Underlying

12

Investments. The intended benefit of asset allocation is diversification, which is expected to reduce volatility over

the long-term. A participant investing in the Orchard Trust SecureFoundation Balanced Fund may lose money by

investing in the fund; there is no guarantee that the Fund will provide adequate retirement income.

The Orchard Trust SecureFoundation Balanced Fund currently expects to invest 50-70% of its net assets in

Underlying Investments that invest primarily in equity securities and 30-50% of its net assets in Underlying

Investments that invest primarily in fixed income securities.

ORCHARD SECUREFOUNDATION LIFETIME FUNDS There are nine separate Orchard Trust SecureFoundation Lifetime Funds. These are the:










Each Orchard Trust SecureFoundation Lifetime Fund is a “fund-of-funds” that pursues its investment objective by

investing in a professionally selected mix of pooled investment funds (the “Underlying Investments”) managed by

not affiliated investment advisers. Each Orchard Trust SecureFoundation Lifetime Fund is designed for eligible trusts

seeking a professionally designed asset allocation program to simplify the accumulation of retirement assets.

Each Fund is intended to provide eligible trusts with diversification primarily through both a professionally designed

asset allocation model and professionally selected Underlying Investments. The intended benefit of asset allocation

is diversification, which is expected to reduce volatility over the long-term. A participant investing in any of the

Funds may lose money by investing in a Fund; there is no guarantee that a Fund will provide adequate retirement

income.


Each Orchard Trust SecureFoundation Lifetime Portfolio seeks long-term capital appreciation and income consistent

with its current asset allocation.


Each Orchard Trust SecureFoundation Lifetime Fund seeks to achieve its objective by investing in a mix of

Underlying Investments that is tailored for participants planning to retire in (or otherwise begin using the invested

funds on), or close to, the year designated in the name of the Orchard Trust SecureFoundation Lifetime Fund (which is

assumed to be at age 65). Each Orchard Trust SecureFoundation Fund is designed for Participants who plan to

withdraw the value of their account in the fund gradually after retirement. Each Orchard Trust SecureFoundation

Fund employs a combination of investments among Underlying Investments in order to emphasize income and/or

preservation of capital. Depending on its proximity to the year designated in the name of the Orchard Trust

SecureFoundation Lifetime Fund, each fund expects to invest 50-70% of its net assets in Underlying Investments that

invest primarily in equity securities and 30-50% of its net assets in Underlying Investments that invest primarily in

fixed income securities.

13

ADDING AND REMOVING COVERED FUNDS We may, without the consent of the GLWB Participant or the Plan Sponsor, offer new Covered Fund(s) or cease

offering Covered Fund(s). We will notify the Plan Sponsor whenever the Covered Fund(s) are changed. If we cease

offering a Covered Fund in which the Plan Participant is invested, then the Plan Participant will be forced to

Transfer the Covered Fund Value to another Covered Fund. In the event that we cease offering all of the Covered

Funds, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges

and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund

as a Covered Fund, may result in an increase in the current Guarantee Benefit Fee, which will not exceed the

maximum Guarantee Benefit Fee of 1.5%. If the Plan Sponsor removes a Covered Fund, we are not obligated to

designate a new Covered Fund. However, if the Plan Sponsor executed the appropriate amendment to the Contract,

then if a Plan Sponsor eliminates a Covered Fund from the Plan and transfers all Covered Fund assets to another

Covered Fund offered in the Plan, Great-West shall restore the GLWB Participant’s Benefit Base and GAW, if

applicable, to the same amounts as held by the GLWB Participant before the transfer of the Covered Fund assets.


As stated previously in this disclosure statement, the GLWB has three phases: an “Accumulation Phase,” “GAW

Phase,” and “Settlement Phase.” The Accumulation Phase is described in the following section of this disclosure

statement.

The Accumulation Phase is the period of time between the Election Date, which is the date the GLWB Participant

elects the GLWB, and the first day of the GAW Phase. During this Phase, the GLWB Participant will establish a

Benefit Base which will be used later to determine the amount of GAWs.

Covered Fund Value.

The Covered Fund Value is the aggregate value of the shares/units in each Covered Fund held in the Account. If the

Covered Fund Value is reduced to zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain

other fees that are not directly associated with the Contract (e.g., custodian fees, advisory fees), and/or GAWs, we

will make annual payments to the GLWB Participant for the rest of his or her life. See “The Settlement Phase”

below. The Covered Fund Value also determines the amount of the Guarantee Benefit Fee we deduct. See

“Guarantee Benefit Fee” below.

The Covered Fund Value is an actual cash value separate from the Benefit Base (which is only used to calculate

Installment Payments during the GAW Phase and the Settlement Phase). The Covered Fund Value and the Benefit

Base may not be equal to one another.

We do not increase or decrease the Covered Fund Value. Rather, the Covered Fund Value is increased or decreased

in the same manner that all mutual fund values increase or decrease. For example, reinvested dividends, settlements,

and positive Covered Fund performance (including capital gains) will increase the Covered Fund Value, and fees

and expenses associated with the Covered Funds and negative Covered Fund performance (including capital losses)

will decrease the Covered Fund Value.

The Covered Fund Value will also increase each time the GLWB Participant purchases additional fund shares/units,

such as by making a Contract Contribution, and will decrease each time the GLWB Participant redeems shares/units,

such as through payment of the Guarantee Benefit Fee or as a result of Distributions, Excess Withdrawals,

Installments, and Transfers from a Covered Fund to another investment option offered under the IRA (other than

another Covered Fund).

14

The Covered Fund Value is not affected by any Ratchet or Reset of the Benefit Base (described below).

Benefit Base. The Benefit Base is separate from the Covered Fund Value. It is not a cash value. Rather, the Benefit Base is used

to calculate Installment Payments during the GAW Phase and the Settlement Phase. The Benefit Base and the

Covered Fund Value may not be equal to one another.

On the GLWB Election Date, the initial Benefit Base is equal to the Covered Fund Value on that date. Each

Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base cannot be transferred to another

Covered Fund unless we require a Transfer as a result of the Covered Fund being eliminated or liquidated.

We increase the Benefit Base on a dollar-for-dollar basis each time a Contract Contribution is made.

We decrease the Benefit Base on a proportionate basis each time an Excess Withdrawal is made.

On each Ratchet Date (described below), we will increase the Benefit Base to equal the current Covered

Fund Value if the Covered Fund Value is greater than the Benefit Base. (If so, the Benefit Base will then

reflect positive Covered Fund performance.)

On a Ratchet Date, we also may increase or decrease the Benefit Base to equal the current Covered Fund Value if

an optional Reset of the GAW% is requested (described below).


The Benefit Base is used only for purposes of calculating Installments during the

GAW Phase and the Settlement Phase. It has no other purpose. The Benefit

Base does not provide and is not available as a cash value or settlement value.

It is important not to confuse the Benefit Base with the Covered Fund Value.

During the Accumulation Phase and the GAW Phase, the Benefit Base will be

re-calculated each time a Contract Contribution or Excess Withdrawal is made,

as well as on an annual basis as described below, which is known as the Ratchet

Date.

Additional Contract Contributions to the Benefit Base.

Additional Contract Contributions may be allocated to the Covered Fund(s) only during the Accumulation Phase.

Additional Contract Contributions made any time after the Election Date will increase the Benefit Base dollar-for-

dollar on the date the Contract Contribution is made. We will not consider the additional purchase of shares/units of

a Covered Fund through reinvested dividends, capital gains, and/or settlements to be a Contract

Contribution. However, they will increase the Covered Fund Value. Great-West reserves the right to refuse

additional Contract Contributions, at any time and for any reason. If Great-West refuses additional Contract

Contributions, the GLWB Participant shall retain all other rights under the Contract.

15

Ratchet Date Adjustments to the Benefit Base.

During the Accumulation Phase, the Benefit Base will be evaluated and, if necessary, adjusted on an annual basis.

This is known as the Ratchet Date and it occurs on the anniversary of the Election Date. It is important to be aware

that even though the Covered Fund Value may increase throughout the year due to dividends, capital gains, or

settlements from the underlying Covered Fund, the Benefit Base will not similarly increase until the next Ratchet

Date. Unlike Covered Fund Value, the Benefit Base will never decrease solely due to negative Covered Fund

performance.

On each Ratchet Date during the Accumulation Phase, the Benefit Base is automatically adjusted (“ratcheted”) to

the greater of:



Example of Ratchet Date Adjustments during the Accumulation Period

Assume the following:

Benefit Base on the Election Date (of January 2, 2014) = $100,000

Covered Fund Value on the Election Date= $100,000

Increase in Covered Fund Value due to Dividends and Capital Gains paid

June 30, 2014 = $5,000

Covered Fund Value on June 30, 2014 = $105, 000

Benefit Base on June 30, 2014 = $100,000

No other Contract Contributions, Dividends, or Capital Gains are paid to the

Account for the rest of the year.

Covered Fund Value on January 2, 2015 = $105,000

So, because the Covered Fund Value is greater than the Benefit Base on the

Ratchet Date (January 2, 2015), the Benefit Base is adjusted to $105,000 effective

January 2, 2015.

Effect of Distributions and Transfers During the Accumulation Phase.

Any Transfer out of a Covered Fund(s) by the GLWB Participant during the Accumulation Phase will be an Excess

Withdrawal. If the GLWB Participant Transfers any asset out of a Covered Fund(s) after the Election Date, he or she

shall be prohibited from making any Transfer into the same Covered Fund(s) for at least ninety (90) calendar days.

At the time of any partial or periodic Distribution, if the Covered Person(s) is 55 years of age or older, the GLWB

Participant may elect to begin receiving Installments and establish his or her GAW% at that time. If the GLWB

Participant chooses not to establish the GAW%, the Distribution will be treated as an Excess Withdrawal. If the

Covered Person(s) is not yet 55 years old, then any partial or periodic Distribution will be treated as an Excess

Withdrawal.

Any Distribution from the Covered Fund(s) required to satisfy any contribution limitation imposed by the Code or

ERISA, if applicable, on the Retirement Plan, or the GLWB Participant as a Plan Participant, will be an Excess

Withdrawal at all times.

16

A GLWB Participant should consult a qualified tax advisor regarding withdrawals to satisfy his or her RMD amount

and other tax implications.

The GLWB Participant should carefully consider the effect of an Excess Withdrawal on both the Benefit Base and

the Covered Fund Value during the Accumulation Phase, as this may affect future benefits under the GLWB. In the

event an Excess Withdrawal is taken, the Covered Fund Value will be reduced dollar-for-dollar in the amount of the

Excess Withdrawal. The Benefit Base will be reduced at the time the Excess Withdrawal is made by the ratio of the

Covered Fund Value after the Excess Withdrawal reduction is applied. Accordingly, the Benefit Base could be

reduced by more than the amount of the withdrawal.

Example of Effects of an Excess Withdrawal taken during the Accumulation Period


Covered Fund Value before the Excess Withdrawal adjustment = $50,000

Benefit Base = $100,000

Excess Withdrawal amount: $10,000

So,

Covered Fund Value after adjustment= $50,000 - $10,000 = $40,000

Covered Fund Value adjustment = $40,000/$50,000 = 0.80

Adjusted Benefit Base = $100,000 x 0.80 = $80,000

Note: The Contract does not require us to warn the GLWB Participant or provide notice regarding potentially adverse

consequences that may be associated with any withdrawals or other types of transactions involving the Covered Fund.

The GLWB Participant should carefully monitor the Covered Fund, any withdrawals from the Covered Fund, and any

changes to the Benefit Base. For information about the Benefit Base, please contact us at 1-800-338-4015.

Loans.

During the Accumulation Phase, the GLWB Participant may take a loan on his or her Account, if allowed by the

Retirement Plan and the Code.

Any amount withdrawn from the Covered Fund Value to fund the loan will be treated as an Excess Withdrawal.

Loan repayments to the Covered Fund will increase the Benefit Base dollar-for-dollar and are invested in the

Covered Fund dollar-for-dollar. If the loan reduces the Covered Fund Value to zero, Transfer(s) will not be

permitted into the same Covered Fund for at least ninety (90) calendar days after the loan, but the GLWB Participant

may continue to direct other Contract Contributions into the Covered Fund and establish a new Election Date.

If a Retirement Plan loan is outstanding that affects the Covered Fund Value, the GLWB Participant must repay the

Plan loan before the GAW Phase can begin and Installments are paid. Retirement Plan loans cannot be made from

Covered Fund Value during GAW Phase or Settlement Phase.

17


If a GLWB Participant dies during the Accumulation Phase, then the GLWB will terminate and the Covered Fund

Value will be paid to the Beneficiary in accordance with the terms of the Retirement Plan (unless an election is

made by a Beneficiary that is the spouse of the GLWB Elector). A Beneficiary that is the spouse of the GLWB

Participant may choose either to:

become a new GLWB Participant and maintain the deceased GLWB Participant’s current Benefit Base (or

proportionate share if multiple Beneficiaries) as of the date of death; or

establish a new Account with a new Benefit Base based on the current Covered Fund Value on the date of

the deceased GLWB Participant’s death.

In either situation, the spouse Beneficiary shall become a GLWB Participant and the Ratchet Date will be the date

when his or her Account is established.

A Beneficiary who is not the spouse of the GLWB Participant cannot elect to maintain the current Benefit Base, but

may elect to establish a new GLWB. The Benefit Base and Election Date will be based on the current Covered

Fund Value on the date his or her Account is established.

To the extent to that the Beneficiary becomes a GLWB Participant, he or she will be subject to all terms and

conditions of the Contract, the Retirement Plan, and the Code. Any election made by Beneficiary pursuant to this

section is irrevocable.

THE GAW PHASE The GAW Phase begins when the GLWB Participant elects to receive GAWs. The GAW Phase continues until the

Covered Fund Value reaches zero and the Settlement Phase begins.

The GAW Phase cannot begin until all Covered Persons attain age 55 and have a distributable event under the

Retirement Plan and the Code. Installments will not begin until Great-West receives appropriate and satisfactory

information about the age of the Covered Person(s) in good order and in manner reasonably satisfactory to Great-

West.

In order to initiate the GAW Phase, the GLWB Participant must submit a written Request to Great-West together

with sufficient documentation for Great-West to determine the age of each Covered Person.

Because the GAW Phase cannot begin until all Covered Persons attain age 55, any Distributions taken before then

will be considered Excess Withdrawals and will be deducted from the Covered Fund Value and Benefit Base. See

“Accumulation Phase” for more information. No Contract Contributions may be made to the Covered Fund(s) on

and after the Initial Installment Date, which is the date that GAWs begin.

Because of decreasing life expectancy as the GLWB Participant ages, in certain circumstances, the longer the

GLWB Participant waits to start taking GAWs, the less likely it is that the GLWB Participant will benefit from the

GLWB. On the other hand, the earlier the GLWB Participant begins taking GAWs, the lower the GAW Percentage

the GLWB Participant will receive and therefore the lower the GAWs (if any) will be. The GLWB Participant

should talk to his or her advisor before initiating the GAW Phase to determine the most financially beneficial time to

begin taking GAWs.

18

Installments.

It is important to understand how the GAW is calculated because it will affect the GLWB. Once the GAW Phase

has been initiated and the age of the Covered Person(s) is verified, we will determine the amount of the GAW.

To determine the amount of the GAW, we will compare the vested portion of the current Benefit Base to the current

Covered Fund Value on the Initial Installment Date. To determine the vested portion of (“Vested %”) of the Benefit

Base, the vested portion of each Covered Fund is divided by the total Covered Fund Value. If the GLWB

Participant is less than fully vested, the GAW will be based upon the Vested % of the Covered Fund Value and

Benefit Base. If the vested Covered Fund Value is greater than the Vested % of the Benefit Base, we will increase

the Benefit Base to equal the vested Covered Fund Value, and the GAW will be based on the increased Benefit Base

amount. See “The GAW Phase – Vesting” below.

During the GAW Phase, the Benefit Base will receive an annual adjustment or “ratchet” just as it did during the

Accumulation Phase. The Ratchet Date will become the anniversary of Initial Installment Date and will no longer

be the anniversary of the Election Date.

Just like the Accumulation Phase, the Benefit Base will be automatically adjusted on an annual basis, on the Ratchet

Date, to the greater of:



The Benefit Base is used to calculate the GAW. However, even though the Benefit Base is adjusted annually, the

GAW% will not change unless the GLWB Participant requests a Reset of the GAW%. See “The GAW Phase-

Optional Resets of the GAW% During the GAW Phase” below.

It is important to note that Installments during the GAW Phase will reduce the Covered Fund Value on a dollar-for-

dollar basis, but they will not reduce the Benefit Base.


The GAW% is based on the age of the Covered Person(s) as of the date we calculate the first Installment. If there

are two Covered Persons the percentage is based on the age of the younger Covered Person.


Sole Covered Person Joint Covered Person

4.0% for life at ages 55-64 3.5% for youngest joint life at ages 55-64



7.0% for life at ages 80+ 6.5% for youngest joint life at ages 80+

The GAW will then be calculated by multiplying the Benefit Base by the GAW%. The amount of the Installment

equals the GAW divided by the number of payments per year under the elected Installment Frequency Option, as

described below.

19

Numerical Example of GAW Calculation


Sole Covered Person – 100% Vested

Age of Covered Person at Initial Installment Date: 60

Covered Fund Value = $120,000

Current Benefit Base = $115,000

Adjusted Benefit Base at Initial Installment Date = $120,000*

GAW% based on Age = 4.0%

GAW% x Vested % x (Adjusted Benefit Base) = 4.0% x 100% x $120,000 = $4,800

Installment Frequency = Monthly (12 payments per year)

So GAW/Installment Frequency = $4,800/12 = $400

The monthly Installment will be $400

Numerical Example of GAW Calculation, Joint Covered Persons


Joint Covered Persons – 100% Vested

Age of primary Covered Person at Initial Installment Date: 65

Age of joint Covered Person at Initial Installment Date: 58

Youngest Age for Determination of GAW: 58



Adjusted Benefit Base at Initial Installment Date = $120,000*

GAW% based on Age = 3.5%

GAW% x Vested % x (Adjusted Benefit Base) = 3.5% x 100% x $120,000 = $4,200

Installment Frequency = Monthly (12 payments per year)

So GAW/Installment Frequency = $4,200/12 = $350



Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the Covered Fund Value, and the

GAW will be based on the increased Benefit Base amount. See “Installments” above.

Any election which affects the calculation of the GAW is irrevocable. All relevant factors should be considered

when making an election to begin the GAW Phase. For example, an election to begin the receiving Installments

based on a sole Covered Person cannot subsequently be changed to joint Covered Persons once the GAW Phase has

begun. Similarly, an election to receive Installments based on joint Covered Persons cannot subsequently be

changed to a sole Covered Person.

20


Installment Frequency Options are as follows:

(a) Annual – the GAW will be paid on the Initial Installment Date and each anniversary annually, or next

business day, thereafter.

(b) Semi-Annual – half of the GAW will be paid on the Initial Installment Date and in Installments every 6

month anniversary, or next business day, thereafter.

(c) Quarterly – one quarter of the GAW will be paid on the Initial Installment Date and in Installments

every 3 month anniversary, or next business day, thereafter.

(d) Monthly – one-twelfth of the GAW will be paid on the Initial Installment Date and in Installments

every monthly anniversary, or next business day, thereafter.

The GLWB Participant may Request to change the Installment Frequency Option starting on each Ratchet Date

during the GAW Phase.

Vesting.

The GAW for a GLWB Participant who is employed, but not fully vested under the Retirement Plan, is based on the

GLWB Participant’s Vested % of the Benefit Base. As the GLWB Participant continues to vest, the GAW is

proportionately adjusted to reflect additional vested amounts of Covered Fund Value on each Ratchet Date.

Should the GLWB Participant who has elected to begin the GAW Phase not become fully vested because of

severance from service or any other reason, any unvested Covered Fund Value shall be returned to the Plan’s

forfeiture account and the Benefit Base will adjust proportionately.

Numerical Example of Calculation of GAW where GLWB Participant is not

fully vested:

GLWB Participant information:

o $100,000 Benefit Base

o GAWs start at age 67: GAW% at 5%

o Vested % at age 68: 50%



Guaranteed Annual Withdrawal = Benefit Base x Vested % x GAW %

o Age 68 (when GAWs start): $100,000 x 50% x 5% = $2,500

o Age 69 (on next Ratchet Date): $100,000 x 60% x 5% = $3,000

o Age 70 (on next Ratchet Date): $100,000 x 70% x 5% = $3,500

A GLWB Participant who has severed service, but is not fully vested in the Plan may elect GAWs, if eligible

pursuant to the terms of the Contract and the Plan. The Benefit Base shall be reduced proportionately based on the

vested Covered Fund Value with unvested Covered Fund Value returned to the Plan’s forfeiture account.

21

Numerical Example of Calculation of GAW where non-fully vested GLWB

Participant is not eligible for adjustment:

GLWB Participant information:

o $100,000 Benefit Base

o $60,000 Covered Fund Value

o GAWs start at age 67: 5%


When GAWs start:

o Unvested Covered Fund Value is returned to Plan’s forfeiture

account

Unvested Covered Fund Value: 0.50% x $60,000 = $30,000

Note: Covered Fund Value is reduced by 50%

o Benefit Base is adjusted proportionately to Covered Fund

Value reduction:

Benefit Base Adjustment: 0.50% x $100,000 = $50,000

Note: New Benefit Base is $50,000

o GAWs start based on new Benefit Base:

GAW = 5% x $50,000 = $2,500


At any time during the GAW Phase, if the GLWB Participant is receiving Installments more frequently than

annually, he or she may elect to take a lump sum Distribution up to the remaining scheduled amount of the GAW for

that year.

Numerical Example of Lump Sum Distribution


GAW = $4,800 with a monthly distribution of $400

Three monthly Installments have been made (3 x $400 =

$1,200)

Remaining GAW = GAW – paid Installments to date =

$4,800 - $1,200 = $3,600

So, a Lump Sum Distribution of $3,600 may be taken.


It is the GLWB Participant’s responsibility to Request the suspension of the remaining Installments that are

scheduled to be paid during the year until the next Ratchet Date and to re-establish Installments upon the next

Ratchet Date, if applicable. If the remaining Installments for the year are not suspended, an Excess Withdrawal may

occur. (See “- Effect of Excess Withdrawals During the GAW Phase” described below).

22

After receiving a Lump Sum Distribution and suspending Installments, the GLWB Participant must notify Great-

West to recommence Installment payments for the next year. Great-West must receive notice 30 calendar days

before the next Ratchet Date, otherwise, Great-West will not make any Installments. The Ratchet Date will not

change if Installments are suspended.


The GLWB Participant may Request, on an annual basis, a Reset of the GAW% during the GAW Phase at least

thirty (30) calendar days prior to the Ratchet Date.

If requested, Great-West will multiply the Covered Fund Value as of the Ratchet Date by the GAW% (based on the

GLWB Participant’s, or the younger joint Covered Person’s, Attained Age on the Ratchet Date) and determine if it

is higher than the current Benefit Base multiplied by the current applicable GAW%. If so, the current GAW% will

change to the Attained Age GAW% and the Benefit Base will change to the current Covered Fund Value as of the

Ratchet Date. If it does not, the Reset shall be void but a Ratchet may still occur. If the Reset takes effect, it will be

effective on the Ratchet Date as the Ratchet Date does not change due to Reset.

If (Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) is greater than

(Current GAW%) x (Current Benefit Base)

Then (Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) becomes new GAW

and

(Covered Fund Value) = (New Benefit Base)

Numerical Example When Reset is Beneficial


Age at Initial Installment Date: 60

Attained Age: 70



Current GAW% before Ratchet Date: 4%

Attained Age GAW% after Ratchet Date: 6%

(Current GAW%) x (Current Benefit Base) = 4% x $125,000 = $5,000

(Attained Age GAW%) x (Covered Fund Value) = 6% x $120,000 =

$7,200

So New GAW Amount is $7,200

New Benefit Base is $120,000

New GAW% is 6%

23

Numerical Example When Reset is NOT Beneficial


Age at Initial Installment Date: 60

Attained Age: 70



Current GAW% before Ratchet: 4%

Attained Age GAW% after Ratchet Date: 6%

(Current GAW %) x (Current Benefit Base) = 4% x $125,000 = $5,000

(Attained age withdrawal %) x (Covered Fund Value) = 6% x $75,000 =

$4,500

So, because $4,500 is less than current GAW of $5,000, no Reset occurs.


After the Initial Installment Date, a Distribution or Transfer that is greater than the GAW will be considered an

Excess Withdrawal. The Benefit Base will be adjusted by the ratio of the new Covered Fund Value (after the Excess

Withdrawal) to the previous Covered Fund Value (after the GAW).


Numerical Example Effect of Excess Withdrawals During the GAW

Phase


Covered Fund Value before GAW = $55,000


GAW%: 5%

GAW Amount = $100,000 x 5% = $5,000

Total annual withdrawal: $10,000

So,

Excess Withdrawal = $10,000 – $5,000 = $5,000

Covered Fund Value after GAW = $55,000 – $5,000 = $50,000

Covered Fund Value after Excess Withdrawal = $50,000 – $5,000 =

$45,000

Covered Fund Value Adjustment due to Excess Withdrawal =

$45,000/$50,000 = 0.90


Adjusted GAW Amount (assuming no Benefit Base increase on

succeeding Ratchet Date) = $90,000 x 5% = $4,500

24

Note: The Contract does not require us to warn the GLWB Participant or provide notice regarding potentially adverse

consequences that may be associated with any withdrawals or other types of transactions involving the Covered Fund.

The GLWB Participant should carefully monitor the Covered Fund Value, any withdrawals from the Covered Fund, and

any changes to the Benefit Base. For information about the Benefit Base, please contact us at 1-800-338-4015.


If a GLWB Participant Dies During the GAW Phase as a Sole Covered Person

If the GLWB Participant dies during the GAW Phase without a joint Covered Person, the Benefit will terminate and

no further Installments will be paid. The remaining Covered Fund Value shall be distributed to the Beneficiary in

accordance with Plan provisions. If permitted by the Plan, the GLWB Participant’s Beneficiary may elect to become

a GLWB Participant to which event an initial Benefit Base shall be established and he or she will be subject to all

terms and conditions of the Contract, the Plan and the Code. Any election made by the Beneficiary is irrevocable.

If a GLWB Participant Dies During the GAW Phase while Joint Covered Person is Living

Upon the death of an GLWB Participant during the GAW Phase, and while the joint Covered Person is still living,

the joint Covered Person/Beneficiary may elect to become a GLWB Participant (if permitted by the Plan and the

Code) and he or she will acquire all rights under the Contract and continue to receive GAWs based on the original

GLWB Participant’s election.

Installments may continue to be paid to the surviving Covered Person based on the GAW% for joint Covered

Persons. Installments will continue to be paid to the surviving Covered Person until his or her death and, upon death,

the surviving Covered Person’s Beneficiary will receive any remaining Covered Fund Value. Alternatively, he or

she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately

elect to become a GLWB Participant pursuant to the terms discussed in Accumulation Phase. In either situation the

Ratchet Date will be the date the Account is established.

To the extent to that the Beneficiary becomes a GLWB Participant; he or she will be subject to all terms and

conditions of the Contract, the Plan and the Code. Any election made by the Beneficiary is irrevocable.


The Settlement Phase begins when the Covered Fund Value has reduced to zero as a result of negative Covered

Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Contract

(e.g., custodian fees or advisory fees), and/or GAWs, but the Benefit Base is still positive. It is also important to

understand that the Settlement Phase is the first time that we use our own money to make Installments to the GLWB

Participant. During the GAW Phase, the GAWs are made first from the GLWB Participant’s own investment.

Installments continue for the life of the GLWB Participant under the terms of the Contract, but all other rights and

benefits will terminate. Installments will continue in the same frequency as previously elected, and cannot be

changed during the Settlement Phase. If the Covered Fund Value is less than the amount of the final Installment in

the GAW Phase, Great-West will pay the Installment within 7 days from the Installment Date. Distributions and

Transfers are not permitted during the Settlement Phase.

During the Settlement Phase, the Guarantee Benefit Fee will not be deducted.

When the last Covered Person dies during the Settlement Phase, the GLWB will terminate and no Installments will

be paid to the Beneficiary.

25

EXAMPLES OF HOW THE GLWB WORKS


All Contract Contributions are assumed to be at the end of the year and occur immediately before the next

Ratchet Date.

All withdrawals are assumed to be at the beginning of the year and occur on the Ratchet Date.

All GLWB Participants are assumed to be fully vested.

All positive investment performance of the Covered Fund is assumed to be net of investment management fees.

In all of the examples, the GLWB Participant has access to the Covered Fund Value until it is depleted:

o If the GLWB Participant dies before the Covered Fund Value is depleted, the remaining Covered

Fund Value would be available to his or her Beneficiary.

o If the GLWB Participant needs to take a withdrawal in excess of the GAW, he or she may take up

to the Covered Fund Value, which will be considered an Excess Withdrawal.

Example 1 – Basic: Assume the GLWB Participant elects the GLWB at age 65 and starts taking GAWs in annual

Installments immediately. Also, assume that the Covered Fund Value (net of investment management fees)

decreases by 10% in the first two years and increases by 5% every year thereafter.

Details:

Sole Covered Person

Initial Covered Fund Value: $500,000

GAW Percent: 5%

GAW Amount: $500,000 x 5% = $25,000

Guarantee Benefit Fee: 0.90%

Changes in Covered Fund Value (net of investment management fees):

o Year 1: -10%, Year 2: -10%, Years 3+: 5%

Result:

The GLWB Participant annually withdraws $25,000 from the Covered Fund until about age 87 when the

Covered Fund is depleted:

o At age 87 the Covered Fund Value is $9,474.

o The GLWB Participant withdraws the $9,474 which depletes the Covered Fund and is now in

Settlement Phase.

o We provide the remaining $15,526 necessary to make the Installment of $25,000.

We continue to pay Installments of $25,000 each year for life.

Illustration:

Benefit Projection

-

100,000

200,000

300,000

400,000

500,000

600,000

65

70

75

80

85

90

95

100Age

Co

vere

d F

un

d V

alu

e

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Wit

hd

raw

al

GAW Covered Fund Value Benefit Base

26

Example 2 – Ratchet: Assume the GLWB Participant elects the GLWB at age 55 and starts taking GAWs in annual

Installments at age 65. Also, assume that the Covered Fund Value (net of investment management fees) increases

by 5% in years 1 through 7, decreases by 10% in years 8 through 11, and increases by 5% thereafter.

Details:

Sole Covered Person


GAW Percent: 5%



o Years 1 through 7: 5%, Years 8 through 11: -10%, Years 12+: 5%

Result:

Positive Covered Fund performance through year 7 results in a Covered Fund Value of $662,407 on the

Ratchet Date.

The Benefit Base Ratchets to $662,407.

Covered Fund Value at the beginning of year 10 is $468,552, but GAWs are based on the Benefit Base,

which is $662,407.

o GAWs are $662,407 x 5% = $33,120.



o At age 81, the Covered Fund Value is $13,326.

o The GLWB Participant withdraws the $13,326 which depletes the Covered Fund and is

now in Settlement Phase. We provide the remaining $19,794 necessary to make the

Installment $33,120.


Illustration:

Example 3 – Additional Contract Contributions: Assume the GLWB Participant elects the GLWB at age 55 and

directs annual Contract Contributions of $2,500 until he or she starts taking GAWs in annual Installments at age 65.

Also, assume that the Covered Fund Value (net of investment management fees) decreases by 5% in years 1 through

10 and increases by 5% thereafter.

Benefit Projection

-

100,000

200,000

300,000

400,000

500,000

600,000

700,000

55

60

65

70

75

80

85

90Age

Co

vere

d F

un

d V

alu

e

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Wit

hd

raw

al


27

Details:

Sole Covered Person


Additional Annual Contract Contributions until GAWs Begin: $2,500

GAW Percent: 5%



o Years 1 through 10: -5%, Years 11+: 5%

Result:

Poor Covered Fund performance in years 1 through 10 results in a Covered Fund Value of $291,493 at the

end of year 10.

The Benefit Base at the end of year 10 is $525,000 as a result of the additional Contract Contributions in

years 1 through 10.

o GAWs are $525,000 x 5% = $26,250



o At age 79 the Covered Fund Value is $8,316

o The GLWB Participant withdraws the $8,316 which depletes the Covered Fund and is

now in Settlement Phase. We provide the remaining $17,934 necessary to make the



Illustration:

GUARANTEE BENEFIT FEE After purchasing the GLWB, the GLWB Participant is required to pay the Guarantee Benefit Fee. The Guarantee

Benefit Fee is set forth in the Contract, and is based on the dollar amount of the Covered Fund Value (which may be

the same as, higher than, or lower than, the Benefit Base due to factors that impact Covered Fund Value between

Ratchet Dates, such as Covered Fund performance). The Guarantee Benefit Fee will be deducted monthly as a

separate charge from the Covered Fund and will be paid by redeeming the number of fund shares/units of the

Covered Fund(s) equal to the Guarantee Benefit Fee. If the Plan Sponsor has executed the applicable amendment,

the Guarantee Benefit Fee will be first assessed in the month following the Election Date if: (1) the Plan Sponsor

causes all Plan Participants, Alternate Payees, or Beneficiaries to invest in the Covered Fund; (2) the investment in

Benefit Projection

-

100,000

200,000

300,000

400,000

500,000

600,000

55

60

65

70

75

80

85

90Age

Co

vere

d F

un

d V

alu

e

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Wit

hd

raw

al


28

the Covered Fund is concurrent with the Election Date; and (3) the investment in the Covered Fund occurs during

the same month as the Contract Date due to a conversion from a previous plan record keeper.

Pursuant to the terms of the Contract, the GLWB Participant has agreed to have the Covered Fund’s transfer agent

redeem the appropriate number of Covered Fund shares/units and transmit the corresponding amount of cash to the

Plan Sponsor. The Plan Sponsor, in turn, will submit this cash to us as payment of the Guarantee Benefit Fee. We

will collect the fee on a monthly basis in arrears. We reserve the right to change the frequency of the deduction, but

will notify the GLWB Participant and Plan Sponsor in writing at least thirty (30) days prior to the change. Because

the Benefit Base may not exceed $5,000,000, we will not charge the Guarantee Benefit on an amount of the Covered

Fund Value that exceeds $5,000,000.

Currently the Guarantee Benefit Fee is 0.90% and is subject to a minimum of 0.70% and a maximum of 1.50%.

This is the guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for the GLWB. We may

change the current fee within the minimum and maximum range at any time upon thirty (30) days written notice to

the GLWB Participant and Plan Sponsor. We determine the Guarantee Benefit Fee based on observations of a

number of experience factors, including, but not limited to, interest rates, volatility, investment returns, expenses,

mortality, and lapse rates. We reserve the right to change the Guarantee Benefit Fee at our discretion and for any

reason, whether or not these experience factors change (although we will never increase the fee above the maximum

or decrease the fee below the minimum). We do not need the happening of any event before we may change the

Guarantee Benefit Fee.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial, and

other services, and charges imposed by the mutual funds in which the GLWB Participant invests.


Example of how the Guarantee Benefit Fee is Computed

(Covered Fund Value is Less Than Benefit Base)

Date: 1/31/2014



Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12

Guarantee Benefit Fee = 0.90% x $100,000 / 12 = $75.00

At the time we calculate the Guarantee Benefit Fee, the Covered Fund Value may be greater than the Benefit

Base:

Example of how the Guarantee Benefit Fee is Computed

(Covered Fund Value is Greater Than Benefit Base)

Date: 1/31/2014





29

The Guarantee Benefit Fee compensates us for the costs and risks we assume for providing the GLWB (including

marketing, administration, and profit).

If we do not receive the Guarantee Benefit Fee (except during Settlement Phase), including as a result of the failure

of the Plan Sponsor or custodian to submit it to us, the GLWB will terminate as of the date that the fee is due.

Will the GLWB Participant pay the same amount (in dollars) for the Withdrawal

Guarantee every month?

Example 1: Declining Covered Fund Value results in declining Guarantee

Benefit Fee

Date: 1/31/2014





Date: 2/28/2014

Covered Fund Value = $90,000 Benefit Base = $125,000



Note: in this example, the Guarantee Benefit Fee declined because the Covered

Fund Value declined. This could be the result of negative Covered Fund

performance.

30

Example 2: Increasing Covered Fund Value results in increasing

Guarantee Benefit Fee

Date: 1/31/2014





Date: 2/28/2014

Covered Fund Value = $120,000 Benefit Base = $125,000



Note: in this example, the Guarantee Benefit Fee increased because the Covered

Fund Value increased. This could be the result of several factors including

positive Covered Fund performance, Transfers, or Contract Contributions.

DIVORCE PROVISIONS

In the event of a divorce whose decree affects the GLWB, we will require written notice of the divorce in a manner

acceptable to us and a copy of the applicable Qualified Domestic Relations Order (“QDRO”). A QDRO is a

domestic relations order that creates or recognizes the existence of an Alternate Payee’s right to receive all or a

portion of the benefits payable with respect to a GLWB Participant.

A QDRO may also assign an Alternate Payee the right to receive these benefits. The Alternate Payee(s) will be

treated as a surviving spouse for the purposes of Code §401(1)(9) and is responsible for submitting a Request to

begin Distributions in accordance with the Code.

Depending on which phase the GLWB is in when we receive the QDRO, the benefits of the GLWB will be altered

to comply with the QDRO. The Alternate Payee under the QDRO may make certain elections during the

Accumulation or GAW Phases. Any elections made by the Alternate Payee are irrevocable To the extent that an

Alternate Payee becomes a GLWB Participant, he or she will be subject to all terms and conditions of the Contract,

the Retirement Plan and the Code.


Great-West will make payments to the Alternate Payee and/or establish an Account on behalf of the Alternate Payee

named in a QDRO approved during the Accumulation Phase. The Alternate Payee is responsible for submitting a

Request to begin Distributions in accordance with the Code.

If the Alternate Payee is the GLWB Participant’s spouse during the Accumulation Phase, he or she may elect to

become a GLWB Participant, either by:

(i) maintaining the current Benefit Base of the previous GLWB Participant divided pursuant

to the terms of the QDRO; or

31

(ii) establishing a new Benefit Base based on the current Covered Fund Value on the date his

or her Account is established and he or she will continue as a GLWB Participant.

If the Alternate Payee elects to maintain the current Benefit Base, the Benefit Base and the Covered Fund

Value will be divided between the GLWB Participant and the Alternate Payee. The Covered Fund Value

will be divided pursuant to the terms of the QDRO. The Benefit Base will be divided in the same

proportion as the Covered Fund Value.

In either situation, the Alternate Payee’s Election Date shall be the date the Account is established.

A non-spouse Alternate Payee cannot elect to maintain the current Benefit Base, or proportionate share, but may

elect to establish a new GLWB. The Benefit Base and Election Date will be based on the current Covered Fund

Value on the date his or her Account is established.

Any election made by an Alternate Payee described in this section is irrevocable.


Great-West will make payment to the Alternate Payee and/or establish an Account on behalf of the Alternate Payee

named in a QDRO approved during the GAW Phase. The Alternate Payee is responsible for submitting a Request to

begin Distributions in accordance with the Code.


Pursuant to the instructions in the QDRO, the Benefit Base and GAW will be divided in the same proportion as their

respective Covered Fund Values as of the effective date of the QDRO. The GLWB Participant may continue to

receive the proportional GAWs after the accounts are split. If the Alternate Payee is the GLWB Participant’s spouse,

he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can

separately elect to become a GLWB Participant.

If there are Joint Covered Persons.

Pursuant to the instructions in the QDRO, the Benefit Base and GAW will be divided in the same proportion as their

respective Covered Fund Values as of the effective date of the QDRO. The GLWB Participant may continue to

receive the proportional GAWs after the accounts are split, based on the amounts calculated pursuant to the joint

Covered Person GAW%.

If the Alternate Payee is the GLWB Participant’s spouse, he or she may elect to receive his or her portion of the

Covered Fund Value as a lump sum Distribution or can separately elect to continue proportionate GAWs in the

GAW Phase based on the amounts calculated pursuant to the joint Covered Persons GAW%, described in the GAW

Phase – Calculation of Installment, after the accounts are split. A new Ratchet Date will be established for the

Alternate Payee on the date the Accounts are split. Within thirty (30) days of each person’s Ratchet Date, the

GLWB Participant and Alternate Payee can each elect a Reset based on the person’s own Attained Age GAW% for

joint Covered Persons.

In the alternative, the Alternate Payee may establish a new GLWB in the Accumulation Phase with the Benefit Base

based on the current Covered Fund Value on the date his or her Account is established.

A non-spouse Alternate Payee cannot elect to maintain the current Benefit Base or GAW but may elect to establish a

new GLWB. The Benefit Base and Election Date will be based on the current Covered Fund Value on the date his

or her Account is established. Any election made by an Alternate Payee described in this section is irrevocable.

32


If a Request in connection with a QDRO is approved during the Settlement Phase, Great-West will divide the

Installment pursuant to the terms of the QDRO. Installments will continue pursuant to the lives of each payee.


If the GLWB Participant elects to annuitize, if permitted by the Plan, the GLWB will terminate for those Covered

Fund assets and the Guarantee Benefit Fee will not be refunded. If, based upon information provided by the Plan

Sponsor, the GLWB Participant is entitled to a Distribution under the applicable terms and provisions of the Plan

and the Code sections governing the Plan, all or a portion of an Account may be applied to an annuity payment

option selected by the GLWB Participant, so long as the requirements of Code section 401(a)(9) are met.

Thereafter, the Contract shall no longer be applicable with respect to amounts in the annuity payment option.

The amount to be applied to an annuity payment option is: (i) the portion of the Account value elected by GLWB

Participant, less (ii) Applicable Tax, if any, less (iii) any fees and charges described in the Contract. The minimum

amount that may be applied under the elected annuity option is $5,000. If any payments to be made under the

elected annuity payment option will be less than $50, Great-West may make the payments in the most frequent

interval that produces a payment of at least $50.

Great-West will issue a certificate or other statement setting forth in substance the benefits, rights, and privileges to

which such person is entitled under the Contract, to each Annuitant describing the benefits payable under the elected

annuity payment option.


An Annuitant is required to elect an annuity payment option. The Annuitant must Request an annuity payment

option or change an annuity payment option no later than 30 days prior to the Annuity Commencement Date elected

by the GLWB Participant.

To the extent available under the Plan, the annuity payment options are:

Income for Single Life Only

Income for Single Life with Guaranteed Period

Income for Joint Life Only

Income for Joint Life with Guaranteed Period

Income for a Specific Period

Any other form of annuity payment permitted under the Plan, if acceptable to Great-West.

The annuity option that will always be available is the Income for Single Life Only Annuity. If this annuity option

is elected, Great-West will make payments to the Annuitant at a frequency specified in the annuity contract or other

statement for the duration of the Annuitant’s lifetime. Payments will cease pursuant to the terms of the certificate or

other statement.

Annuity purchase rates will be the same rates that are available for a Single Premium Immediate Annuity currently

offered by Great-West at the time of annuitization.

33

TERMINATION OF THE CONTRACT

Unless otherwise provided in the Contract, either Great-West or the Plan Sponsor may terminate the Contract with

advance written notice to the other party. The Contract termination date shall be the seventy-fifth (75th) day after

the date written notice is received in the Administrative Offices in good order. For certain Retirement Plans that

have at least $250 million in Retirement Plan assets, Great-West may be required to provide 90 days advance written

notice. If the seventy-fifth (75th) day is not a Business Day, the Contract termination date shall be the Business

Day immediately following the seventy-fifth (75th) day. Prior to the Contract termination date, Great-West and

Plan Sponsor may agree to an alternate Contract termination date. We will not refund the Guarantee Benefit Fee

upon termination of the Contract.

If the Plan Sponsor Terminates the Contract. If the Plan Sponsor terminates the Contract, all benefits, rights, and privileges provided by the Contract, including

without limitation, the GLWB, generally shall terminate. However, if the Plan Sponsor executed the appropriate

amendment to the Contract, then those rights and benefits conferred upon GLWB Participants in the Settlement

Phase at the time of Contract termination shall remain in effect as if the Contract had not been terminated.

If the Plan Sponsor terminates the Contract, the Plan Sponsor may not apply for a new contract until ninety (90)

calendar days after the date of the most recent Contract termination. In this event, the provisions in the previous

Contract will no longer apply. The Benefit Base and the Covered Fund Value will be reduced to zero and all the

benefits provided under the Contract shall terminate on the Contract termination date.

If Great-West Terminates the Contract.

If Great-West terminates the Contract, such termination will not adversely affect the GLWB Participant’s rights

under the Contract, except that additional Contract Contributions may not be invested in the Covered Funds other

than reinvested dividends and capital gains. The Plan Participant will still be obligated to pay the Guarantee Benefit

Fee.

Other Termination.

The Contract and the GLWB shall automatically terminate if: (i) the Plan Sponsor discontinues the use of all Great-

West approved Covered Funds, (ii) Great-West is unable to collect the Guarantee Benefit Fee; or (iii) Great-West

cannot effectively administer the GLWB. The Contract may also terminate if the Plan Sponsor selects a new record

keeper (currently, the Contracts are only offered to Plan Sponsors of Retirement Plans that select Great-West as their

record keeper). Should the Contract terminate for any of these reasons, the Plan Sponsor, rather than Great-West,

shall be treated as having terminated the Contract.

The GLWB also will terminate upon the earliest of:

a. the date of death of a GLWB Participant during the Accumulation Phase (unless an

election is made by a Beneficiary who is the spouse of the GLWB Participant to continue

the GLWB); or

b. the date of death of the GLWB Participant after the Initial Installment Date if there is no

surviving Covered Person; or

c. the date of death of the last Covered Person during the Settlement Phase; or

d. the date that the GLWB Participant cancels the GLWB as a result of reducing the Covered

Fund Value or the Benefit Base to zero prior to the Settlement Phase due to one or more

Excess Withdrawals or by failing to pay the Guarantee Benefit Fee; or

34

e. the date the GLWB is terminated by the Contract Owner; or

f. date that we do not receive the Guarantee Benefit Fee (except during the Settlement Phase,

when no fee is due); or

g. the date all Covered Funds become ineligible under the Contract or are liquidated; or

h. the date that the GLWB Participant annuitizes some or all of the Covered Fund assets (the

GLWB will terminate only with respect to the Covered Fund assets that are annuitized).

Annuitization is pursuant to the Annuity Payment Options section of the Contract. This is

not the same as GAWs. See “Effect of Annuitization” for more information.

The Guarantee Benefit Fee will not be refunded upon GLWB termination.

ROLL-OVERS

If the SecureFoundation® Group Fixed Deferred Annuity Certificate (or individual contract in certain states) that we

issue in connection with IRAs (the “Certificate”) has been approved in the GLWB Participant’s state of residence

and he or she is eligible and permitted by the terms of his or her Retirement Plan documents, the GLWB Participant

may rollover the proceeds of his or her tax deferred Retirement Plan, including the GLWB, to his or her IRA. To

preserve the GLWB in the rollover, the IRA provider must offer one or more of the Covered Funds and the

Certificate. If the rollover is from a tax-deferred Retirement Plan and the GLWB Participant has previously elected

the GLWB as part of his or her investments in the tax-deferred Retirement Plan, the new Benefit Base may be equal

to the Benefit Base as it existed under the GLWB Participant’s prior tax-deferred Retirement Plan immediately prior

to the rollover. The new Benefit Base after the rollover to the IRA will only equal the Benefit Base the GLWB

Participant had under the tax-deferred Retirement Plan if the GLWB Participant: (a) invests the rollover or transfer

proceeds covered by the GLWB immediately prior to distribution from the tax-deferred Retirement Plan in the

Covered Fund(s); (b) invests in a corresponding Covered Fund(s); and (c) Requests the restoration of the Benefit

Base as it existed under the tax-deferred Retirement Plan. To maintain the same Benefit Base, the GLWB

Participant must be in the same phase (i.e., Accumulation Phase, GAW phase, or Settlement Phase) that he or she

was in at the time of the rollover or transfer after the rollover or transfer is complete. If the GLWB Participant does

not meet these requirements, a new Benefit Base will be established that is equal to the Covered Fund Value as of

the date of the rollover and the Guarantee Benefit fee will be calculated as a percentage of the Covered Fund Value.

In order to be eligible to maintain your Benefit Base from your tax-deferred retirement plan, you must invest in the

corresponding Covered Fund in the IRA as described below:

Covered Fund

held in tax-deferred retirement plan Corresponding Covered Fund in IRA

Maxim SecureFoundation® Balanced Portfolio – Class G or

Class G1 Maxim SecureFoundation® Balanced Portfolio – Class L

Maxim SecureFoundation® Lifetime 2015 Portfolio – Class

G or Class G1 Maxim SecureFoundation® Lifetime 2015 Portfolio – Class L







35

Covered Fund

held in tax-deferred retirement plan Corresponding Covered Fund in IRA











Orchard SecureFoundation® Balanced Fund Maxim SecureFoundation® Balanced Portfolio – Class L

Orchard SecureFoundation Lifetime 2015 Fund Maxim SecureFoundation® Lifetime 2015 Portfolio – Class L







The new Covered Fund Value after the IRA rollover will initially equal the Covered Fund Value as of the date of the

rollover. We will calculate the Guarantee Benefit Fee as a specified percentage of the Covered Fund Value. The

prospectus for the Certificate contains more information about the Certificate and rollovers.


The Contract.

Great-West has issued the Contract to the Contract Owner in consideration of the application.

Certificates Issued.

Great-West shall issue to the Contract Owner, for delivery by it to each Covered Person to whom Installments are

being made during the Settlement Phase under the Contract, a certificate or other statement setting forth in substance

the benefits, rights, and privileges to which such person is entitled under the Contract.

Entire Contract.

The Contract, including the application, amendments, endorsements, letter agreements, specification page, if any,

and or other riders, if any, constitutes the entire contract between Plan Sponsor and Great-West.

36

All statements in the application, in the absence of fraud, have been accepted as representations and not warranties.

Only the President, Vice-President, or the Secretary of Great-West, or their authorized designees, can agree on

behalf of Great-West to modify any provisions of the Contract.

One or more provisions of the Contract may be clarified by letter agreement, amendment, or other writing executed

by both Great-West and the Plan Sponsor.

Contract Modification.

Great-West may modify the Contract from time to time to conform it to changes in tax or other law, including

applicable regulations and rulings, without consent of Plan Sponsor or any other person. Great-West will provide

notice and a copy of any such modification to Plan Sponsor as soon as reasonably practicable.

Plan Sponsor and Great-West may, by written agreement, make other modifications to the Contract, subject to the

approval of the appropriate state department of insurance, if applicable. No such modification will, without the

written consent of Plan Sponsor, affect the terms, provisions, or conditions of the Contract, which are or may be

applicable to Contract Contributions made prior to the date of such modification.

Plan Provisions.

In all cases, the Plan document shall determine (subject to the Code) the specific features of the Plan, which may

include the availability of certain types of investment options, distributions, loans, and other features allowed but not

mandated by the Code. Any provision of the Contract which relates to a feature that conflicts with the Plan shall not

apply.

Non-Participating.

The Contract is Non-Participating. Neither the Plan Sponsor nor the Contract Owner is eligible to share in Great-

West’s divisible surplus.

Currency and Contract Contributions.

All amounts to be paid to or by Great-West must be in currency of the United States of America. All Contract

Contributions to the Contract must be made payable to Great-West or to a designee acceptable to Great-West.

Notices or Other Communications.

Any notice or demand by Great-West to or upon Plan Sponsor, any GLWB Participant, Covered Person or other

person, if applicable, may be given by mailing it to that person’s last known address as stated in Great-West’s file

through the United States Postal Service or last known email address or facsimile number on file.

An application, report, Request, election, direction, notice or demand by Plan Sponsor, GLWB Participant or other

Covered Person(s), if applicable, will be made in a form satisfactory to Great-West. When Great-West requires it,

Plan Sponsor will obtain the signature of the GLWB Participant on forms provided by Great-West. Great-West must

first approve any written materials developed by any other person describing the Contract.

Disclaimer.

Nothing contained in the Contract shall be construed to be tax or legal advice, and Great-West assumes no

responsibility or liability for any costs, including but not limited to taxes, penalties or interest incurred by the Plan,

Plan Sponsor, Contract Owner, any Plan Participant, Covered Person or any other person, if applicable, arising out

37

of a determination of liability. Great-West shall not be held liable for the negligence, willful misconduct, or failure

to perform of any third party.

Representations.

Great-West shall be entitled to rely and act solely on the reports, directions, proofs, notices, elections, and other

information furnished to it by the Contract Owner, Plan Sponsor, Plan Participants, Alternate Payees, Covered

Persons, Beneficiaries or their respective agents, and such acts shall be conclusive and binding as to all persons or

corporations claiming an interest hereunder.

Non-Waiver.

Great-West may, in its sole discretion, elect not to exercise a right, privilege, or option under the Contract. Such

election shall not constitute a waiver of the right to exercise such right, privilege, or option at any subsequent time,

nor shall it constitute a waiver of any provision of the Contract.

Applicable Tax.

An Applicable Tax may be assessed on the Covered Fund Value or any Distribution, based on applicable state law

during the term of the Contract.

Information.

The Plan Sponsor shall furnish all information that Great-West may reasonably require for the administration of the

Contract. Great-West shall not be responsible for any obligation under the Contract until it receives all requested

information in a form acceptable to Great-West.

Misstatements.

We may require adequate proof of the age and death of the Annuitant, GLWB Elector or Covered Person(s) before

processing a Request for GAWs and annuity payments. If the age of the Annuitant, GLWB Elector, or Covered

Person(s) has been misstated, the Installment or annuity payment established for him or her will be made on the

basis or his or her correct age.

Any correction required due to misstatements may be corrected by Great-West, including increasing or decreasing

future payments, in accordance with applicable law.

Plan Level Portability.

Depending upon who the Plan Sponsor has selected as the record keeper for the Retirement Plan, there may be a

plan level portability option for the plan. This option is available only at the Retirement Plan level. This is not an

option for any GLWB Elector. Plan level portability is an option for a Plan Sponsor to select a new record keeper

for all plan assets other than the Covered Funds. This will permit GLWB Electors to maintain their Benefit Base or

for Plan Participants to become GLWB Electors.

A Plan Sponsor that wishes to change record keepers and elect portability should be aware that certain condition

must first be met including the following: 1. a fee for the Retirement Plan as well a fee for each GLWB Elector, 2.

minimum size requirements for the new record keeper, and 3. the execution of certain agreements by both the Plan

Sponsor and the new record keeper. Further information regarding the specific conditions may be obtained from the

record keeper. The record keeper may not offer plan level portability.

38


Many financial services companies, including insurance companies, have been facing challenges in this

unprecedented market environment, and we are not immune to those challenges. We know it is important to

understand how these events may affect our ability to meet guarantees that may be provided under the Contract.

The Contract is not a separate account product, which means that no assets are set aside in a segregated or “separate”

account to satisfy all obligations under the Contracts. Installments during Settlement Phase (if any) will be paid

from our general account and, therefore, are subject to our claims paying ability. We issue other types of insurance

policies and financial products as well, such as group variable annuities offered through retirement plans, term and

universal life insurance, funding agreements, funding agreements backing notes and guaranteed investment contracts

(“GICs”), and we also pay our obligations under these products from our assets in the general account. In the event

of an insolvency or receivership, payments we make from our general account to satisfy claims under the contract

would generally receive the same priority as our other policyholder obligations. As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in

order to meet all the contractual obligations of our general account to our contract owners. In order to meet our

claims-paying obligations, we regularly monitor our reserves to ensure we hold sufficient amounts to cover actual or

expected contract and claims payments. In addition, we actively hedge our investments in our general account.

However, it is important to note that there is no guarantee that we will always be able to meet our claims paying

obligations, and that there are risks to purchasing any insurance product. State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as

a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s

operations. These risks include those associated with losses that we may incur as the result of defaults on the

payment of interest or principal on our general account assets, which include bonds, mortgages, general real estate

investments, and stocks, as well as the loss in value of these investments resulting from a loss in their market value. How to Obtain More Information. We encourage both existing and prospective contract owners/Plan Sponsors and

GLWB Participants to read and understand our financial statements. We prepare our financial statements on both a

statutory basis and according to Generally Accepted Accounting Principles (GAAP). For a free copy of our

financial statements filed on Form 10-K for the year ended December 31, 2011, call (800) 537-2033 or write to the

Administrative Office. In addition, our financial statements filed on Form 10-K for the year ended December 31,

2011 are available on the SEC’s website at http://www.sec.gov. Our audited statutory financial statements and any

unaudited statutory financial statements that may be available are on our website at www.greatwest.com. Our website contains information on ratings assigned to us by one or more independent rating organizations. These

ratings are opinions of an operating insurance company’s financial capacity to meet the obligations of its insurance

and annuity contracts based on its financial strength and/or claims-paying ability.

TAXATION OF THE GLWB The following is a general discussion based on our interpretation of current United States federal income tax laws.

This discussion does not address all possible circumstances that may be relevant to the tax treatment of the GLWB.

In general, this discussion does not address the tax treatment of transactions involving investment assets held in the

Retirement Plan except insofar as they may be affected by the holding of the GLWB. Further, it does not address

the consequences, if any, of holding the GLWB under applicable federal estate tax laws or state and local income

and inheritance tax laws. The GLWB Participant should also be aware that the tax laws may change, possibly with

retroactive effect. A GLWB Participant should consult his or her own tax advisor regarding the potential tax

implications of applying for or electing the GLWB in light of his or her particular circumstances.

39

In General

The GLWB is novel and innovative and, to date, its proper characterization and consequences for federal income tax

purposes have not been directly addressed in any cases, administrative rulings or other published authorities. We

can give no assurances that the Internal Revenue Service (“IRS”) will agree with our interpretations regarding

the proper tax treatment of the GLWB or the effect (if any) on the Retirement Plan or that a court will agree with

our interpretations if the IRS challenges them. The GLWB Participant should consult a tax advisor before

applying for or electing a GLWB.

Retirement Plans

The GLWB is available for use in certain Retirement Plans – section 401(a) plans, including section 401(k) plans,

and governmental Section 457(b) plans – that independently qualify for certain tax benefits under the Code. The

GLWB is not available for use with any other type of retirement plan.

Application or election of the GLWB is not necessary to secure tax benefits for a Retirement Plan, the Plan Sponsor

or Plan Participants, as applicable. The GLWB should be elected only for the non-tax features it offers for a

Retirement Plan.

The tax rules applicable to Retirement Plans vary according to the type of Retirement Plan and Plan Sponsor, and

the terms and conditions of the Retirement Plan. No attempt is made here to provide more than general information

about the use of the GLWB with a Retirement Plan. Plan Sponsors, as well as Plan Participants, are cautioned that

the rights of any person to any benefits under such GLWB may be subject to the terms and conditions of the

Retirement Plan itself or limited by applicable law, regardless of the terms and conditions of the GLWB.

The GLWB is intended to be used with Retirement Plans that have in place a trust or custodial account

that satisfies the requirements of applicable law. The GLWB is not intended to independently meet the

requirements Code Section 401(f), 403(a) or 457(g).

Guidance published by the IRS on February 21, 2012 may suggest that the GLWB will be treated as an

annuity for purposes of the qualified joint and survivor annuity and qualified pre-retirement survivor

annuity rules under the Code. You should consider how the GLWB will be treated under those rules and,

if applicable, make provision for complying with those rules in the governing documents and procedures

of the Retirement Plan.

We are not responsible for determining whether a GLWB complies with the terms and conditions of, or

applicable law governing, any Retirement Plan. The GLWB Participant is responsible for making that

determination. Similarly, we are not responsible for administering any applicable tax or other legal

requirements applicable to the Retirement Plan. The GLWB Participant or a service provider for the

Retirement Plan is responsible for determining that the structure, distributions, beneficiary designations,

investment restrictions, charges and other transactions under the GLWB are consistent with the terms

and conditions of the Retirement Plan and applicable law.

If a Participant’s spouse is a joint Covered Person, that spouse must be the Participant’s sole beneficiary

under the Retirement Plan.

Retirement Plans generally are subject to required minimum distribution rules. GAWs from the Covered

Fund Value taken to meet required minimum distribution requirements, in the proportion of the Covered

Fund Value to a Participant’s overall Retirement Plan balance (and not taking into account any other

retirement plans), will be deemed to be within the contract limits for the GLWB and will not be treated

as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum

distribution amount calculated under the Code and regulations issued thereunder as in effect on the

40

Election Date. In the event of a dispute about the RMD amount, our determination will govern.

Although under consideration, to date the IRS has not published guidance of general applicability on

whether the GLWB generally, or Installments during the GAW or Settlement Phases, will be considered

a life annuity or how they otherwise will be treated under the minimum survivor annuity requirements

for retirement plans. The IRS has issued private letter rulings concluding that certain other lifetime

income products are treated as life annuities for these purposes. Any person considering the GLWB

should first consult a qualified legal or tax advisor with respect to the treatment of the GLWB

under these requirements in the specific circumstances of the Retirement Plan and, if applicable, the

adequacy of Retirement Plan terms and procedures to comply with the addition of the GLWB.

The Contract offers a traditional annuitization option that is subject to the terms of the Retirement Plan.

Tax Consequences for Participants

Where the GLWB is elected in connection with a Retirement Plan complying with the applicable requirements of

the Code, the Company believes that the tax consequences to GLWB Participants should be as follows:

The GLWB Participant’s election of the GLWB should have no tax consequence for the GLWB

Participant. Transactions in the Covered Funds should have no tax consequence for the GLWB Participant.

Payment of the Guarantee Benefit Fee or any premium tax should have no tax consequence for the

GLWB Participant.

Excess Withdrawals during the Accumulation Phase, Installments and Excess Withdrawals during the

GAW Phase, and Installments during the Settlement Phase should be treated in the same manner as any

other distribution under the Retirement Plan, including in respect of any applicable tax penalties for

premature or insufficient distributions.

Rollover of the GLWB Participant’s interest in the Retirement Plan, including of the Participant’s

accumulated Benefit Base, in accordance with applicable law should have no tax consequence for the

GLWB Participant.

Seek Tax Advice

The above description of federal income tax consequences in a Retirement Plan of the GLWB offered by this

disclosure statement is only a brief summary meant to alert the GLWB Participant to the issues and is not intended

as tax advice. Anything less than full compliance with the applicable rules, all of which are subject to change, may

have adverse tax consequences. Any person considering the GLWB connection with a Retirement Plan should first

consult a qualified tax advisor, with regard to the suitability of the GLWB for the Plan.

ABOUT US

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.

41

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.

We are obligated to pay all amounts promised under the Contract.

GWFS Equities serves as principal underwriter for the Contract and is a broker/dealer registered with the SEC.

Great-West directly owns all stock of GWFS Equities.

SALES OF THE CONTRACT

GWFS Equities serves as a marketing agent for the Contract. GWFS Equities is located at 8515 East Orchard Road,

Greenwood Village, CO 80111. GWFS Equities was organized as a corporation under the laws of the State of

Delaware in 1984 and is an affiliate of ours. GWFS Equities is registered as a broker-dealer with the SEC under the

Securities Exchange Act of 1934, as well as with the securities administrators in the states in which it operates, and

is a member of the Financial Industry Regulatory Authority (“FINRA”). GWFS Equities makes the Contract available through its registered representatives who are registered with FINRA

and with the states in which they do business. More information about GWFS Equities and its registered

representatives is available at http://www.finra.org or by calling 800-289-9999. An investor brochure can be

obtained from FINRA describing its Public Disclosure Program. Registered representatives with GWFS Equities

are also licensed as insurance agents in the states in which they do business and are appointed with us.

GWFS Equities may also enter into selling agreements with unaffiliated broker-dealers to sell the Contract. The

registered representatives of these selling firms are registered with FINRA and with the states in which they do

business, are licensed as insurance agents in the states in which they do business, and are appointed with us.

We do not pay commissions to GWFS Equities or to the unaffiliated broker-dealers in connection with the sale or

solicitation of the Contract. However, we may provide non-cash compensation in the form of training and education

programs to registered representatives of GWFS Equities who sell the Contract as well as registered representatives

of unaffiliated broker-dealers. Registered representatives of GWFS Equities also sell other insurance products that

we offer and may receive certain non-cash items, such as conferences, trips, prizes and awards under non-cash

incentive compensation programs pertaining to those products. None of the items are directly attributable to the sale

or solicitation of the Contract. Such compensation will not be conditioned upon achievement of a sales target.

Finally, we and GWFS Equities may provide small gifts and occasional entertainment to registered representatives

with GWFS Equities or other selling firms in circumstances in which such items are not preconditioned on

achievement of sales targets.

At times, GWFS Equities may make other cash and non-cash payments to selling firms for expenses relating to the

recruitment and training of personnel, periodic sales meetings, the production of promotional sales literature and

similar expenses. These expenses may also relate to the synchronization of technology between the Company,

GWFS Equities, and the selling firm in order to coordinate data for the sale and maintenance of the Contract. The

amount of other cash and non-cash compensation paid by GWFS Equities or its affiliated companies ranges

significantly among the selling firms. GWFS Equities and its affiliates may receive payments from affiliates of the

selling firms that are unrelated to the sale of the Contract.

42

Any amounts paid by GWFS Equities to a selling firm or by Great-West to a selling firm are derived from the

general account assets of Great-West and are not deducted from the Guarantee Benefit Fee. The Guarantee Benefit

Fee does not vary because of such payments to such selling firms. Although the Company and GWFS Equities do not anticipate discontinuing offering the Contract, we do reserve the

right to discontinue offering the Contract at any time.


Owner Questions.

The obligations to Participants, Plan Sponsors and Covered Persons under the Contract are ours. Please direct

questions and concerns to us at our Administrative Office.

State Regulation.

As a life insurance company organized and operated under the laws of the State of Colorado, we are subject to

provisions governing life insurers and to regulation by the Colorado Commissioner of Insurance. Our books and

accounts are subject to review and examination by the Colorado Division of Insurance.

Evidence of Death, Age, Gender, or Survival. We may require proof of the age, gender, death, or survival of any person or persons before acting on any applicable

Contract provision.

43

DEFINITIONS

The following is a listing of defined terms. Account – A separate record maintained by the Plan Sponsor or its designee in the name of each GLWB Participant

which reflects his or her interests in the assets in both Covered Fund(s) and other investment options in the Plan.

Accumulation Phase – The period of time between the Election Date and the Initial Installment Date.


Alternate Payee – Any spouse, former spouse, child or other dependent of a Plan Participant or any other person

recognized under applicable law who is recognized by a Qualified Domestic Relations Order as having a right to

receive all or a portion of the benefit payable under a Plan with respect to such Plan Participant.


Annuity Commencement Date – the date that annuity payments begin to an Annuitant.

Applicable Tax – The amount of tax, if any, charged by a state or other governmental authority.

Attained Age – The GLWB Participant’s age on a Ratchet Date.

Beneficiary – A person or entity designated by the Account holder or under the terms of the Plan to receive all or a

portion of the Account upon the death of the Account holder.

Benefit Base – The amount that is multiplied by the Guaranteed Annual Withdrawal Percentage to calculate the

Guaranteed Annual Withdrawal. The Benefit Base increases dollar-for-dollar upon any Contract Contribution and is

reduced proportionately for an Excess Withdrawal. The Benefit Base can also increase with positive market

performance on the Ratchet Date. Each Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base

cannot be transferred to another Covered Fund unless we require a Transfer as a result of a Covered Fund being

eliminated or liquidated.

Business Day – Any day, and during the hours, on which the New York Stock Exchange is open for trading. In the

event that a date falls on a non-Business Day, the date of the following Business Day will be used.

Code – The Internal Revenue Code of 1986, as amended, and all related laws and regulations which are in effect

during the term of the Contract.

Contract Contributions –GLWB Participant directed amounts received and allocated to the GLWB Participant’s

Covered Fund(s) including rollovers as defined under Section 402 of the Code and Transfers. Reinvested dividends,

capital gains, and settlements arising from the Covered Fund(s) will not be considered Contract Contributions for the

purpose of calculating the Benefit Base but will affect the Covered Fund Value.

Contract Date – The date the Contract is issued.

Covered Fund – Interests in the mutual fund(s) held in the Account designed for the GLWB, as follows:

Maxim SecureFoundation® Balanced Portfolio;

Maxim SecureFoundation® Lifetime Portfolios;

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Orchard Trust SecureFoundation Balanced Fund;

Orchard Trust SecureFoundation Lifetime Funds;

Any other fund as approved by Great-West for the Contract.


Covered Person(s) – For purposes of the Contract, the person(s) whose age determines the Guaranteed Annual

Withdrawal Percentage and on whose life the Guaranteed Annual Withdrawal Amount will be based. If there are

two Covered Persons, the Guaranteed Annual Withdrawal Percentage will be based on the age of the younger life

and the Installments can continue until the death of the second life. A joint Covered Person must be the GLWB

Participant’s spouse and the 100% primary beneficiary under the Plan.

Distributions – Amounts paid to a GLWB Participant from a Covered Fund pursuant to the terms of the Plan and

the Code.

Election Date – The date on which the Plan Participant, Alternate Payee or Beneficiary elects the GLWB option in

the Contract and pursuant to the terms of the Covered Fund(s) prospectus or disclosure document. The Election

Date shall be the date upon which the initial Benefit Base is calculated.

Excess Withdrawal – An amount either distributed or transferred from the Covered Fund(s) during the

Accumulation Phase or any amount combined with all other amounts that exceeds the annual GAW during the

GAW Phase. The Excess Withdrawal reduces the Benefit Base as described in the Accumulation Phase and the

GAW Phase. Neither the Guarantee Benefit Fee nor any other fees and charges assessed against the Covered Fund,

as directed by Plan Sponsor and as agreed to by Great-West, shall be treated as a Distribution or Excess Withdrawal

for this purpose.


GLWB Participant – A Plan Participant, Alternate Payee or Beneficiary who is: (i) eligible to elect the GLWB;

(ii) invested in a Covered Funds; and (iii) a Covered Person.

Great-West – Great-West Life & Annuity Insurance Company, located at the Administrative Offices.

Guaranteed Annual Withdrawal (GAW) – The annualized withdrawal amount that is guaranteed for the lifetime

of the Covered Person(s), subject to the terms of the Contract.

Guaranteed Annual Withdrawal Percentage (GAW%) –The percentage of the Benefit Base that determines the

amount of the GAW. This percentage is based on the age of the Covered Person(s) as of the date we calculate the

first Installment. If there are two Covered Persons the percentage is based on the age of the younger Covered Person.

Guarantee Benefit Fee – The fee described in the Contract.

Guaranteed Lifetime Withdrawal Benefit (GLWB) – A payment option offered by the Plan that pays Installments

during the life of the Covered Person(s). The Covered Person(s) will receive periodic payments in either monthly,

quarterly, semiannual or annual Installments that in total over a twelve month period equal the GAW.

Guarantee Trigger Date – The date that the GLWB is elected with the SecureFoundation Lifetime Portfolios. For

the SecureFoundation Lifetime Portfolios, the Plan Participant does not elect the GLWB until the first Business Day

of the year that is ten years prior to the date in the name of the Maxim SecureFoundation® Lifetime Portfolio or

Orchard Lifetime Portfolios. The Guarantee Trigger Date is also the GLWB Election Date for the Maxim

SecureFoundation® Lifetime Portfolios or Orchard Lifetime Portfolios.

Initial Installment Date –The date of the first Installment under the GLWB, which must be a Business Day.

45

Installments – Periodic payments of the GAW made during the GAW Phase and the Settlement Phase.

Installment Frequency Options – The options listed in the GAW Phase.

Plan Participant – An individual eligible to participate in the Plan.

Plan Sponsor – An entity maintaining the Plan on behalf of Plan Participants, Alternate Payees and Beneficiaries.

Qualified Domestic Relations Order (QDRO) – A domestic relations order that creates or recognizes the existence

of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to receive all or a portion of the benefits

payable with respect to a GLWB Participant and that complies with the requirements of the Code and ERISA, if

applicable, and that is approved by the Plan.

Ratchet – An increase in the Benefit Base if the Covered Fund Value exceeds the current Benefit Base on the

Ratchet Date.

Ratchet Date – During the Accumulation Phase, the Ratchet Date is the anniversary of the GLWB Participant’s

Election Date and each anniversary thereafter. During the GAW Phase, the Ratchet Date is the Initial Installment

Date and each anniversary thereafter. If any anniversary in the Accumulation and GAW Phase is a non-Business

Day, the Ratchet Date shall be the preceding Business Day for that year.

Request – An inquiry or instruction in a form satisfactory to Great-West. A valid Request must be: (i) received by

Great-West at the Administrative Office in good order; and (ii) submitted in accordance with the provisions of the

Contract, or as required by Great-West. The Request is subject to any action taken by Great-West before the

Request was processed.

Reset – An optional GLWB Participant election during the Withdrawal Phase in which the current GAW Percentage

and Benefit Base may be changed to the GLWB Participant’s Attained Age GAW Percentage and Covered Fund

Value on the Ratchet Date.

Retirement Plan – The name of the plan as noted on the first page of the Contract.

RMD – Required Minimum Distribution.

Settlement Phase –The period when the Covered Fund Value has reduced to zero, but the Benefit Base is positive.

Installments continue under the terms of the Contract.

Spouses — Legally married under applicable Federal law.

Transfer – The reinvestment or exchange of all or a portion of the Covered Fund Value to or from a Covered Fund

to: (i) another Covered Fund; or (ii) another investment option offered under the Plan.

Vested % –The vested portion of each Covered Fund divided by the total Covered Fund Value.

This does not constitute an offering in any jurisdiction in which such offering may not be lawfully made.

Summary Disclosure Statement

Great-West SecureFoundation® Group Fixed Deferred Annuity Contract

Describing the Guaranteed Lifetime Withdrawal Benefit

Issued by:


Tel. (800) 537-2033 May 1, 2012

Before you choose this investment, you may wish to review the Disclosure Statement, which contains more information about the Great-West SecureFoundation® Group Fixed Deferred Annuity Contract (the “Contract”) issued by Great-West Life & Annuity Insurance Company, a Colorado company, which describes the Guaranteed Lifetime Withdrawal Benefit (“GLWB” or “Benefit”). You can find the Disclosure Statement, the prospectuses for the Maxim SecureFoundation® mutual funds, the disclosure memoranda for the Orchard Trust SecureFoundation funds, and other information online at www.gwrs.com. You may also request this information at no cost by calling 800-338-4015. This summary disclosure statement describes certain features, benefits, and risks of the GLWB. Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Disclosure Statement. The Contract is available for use with 401(k), 401(a), or governmental 457(b) retirement plans (“Retirement Plans”). Plan Participants in Retirement Plans who choose one of the following investment options (the “Covered Funds”) will elect the GLWB for a fee:










Maxim SecureFoundation® Balanced Portfolio Orchard Trust SecureFoundation Lifetime 2015 Fund



2








Orchard Trust SecureFoundation Lifetime Balanced Fund

Note: Not all of the Covered Funds may be available in your Retirement Plan. Information about available Covered Funds is available online at www.gwrs.com, by contacting your Plan Sponsor, or by calling 800-338-4015.

What is the GLWB?

The GLWB is a payment of guaranteed income for the life of a designated person (the “Covered Person”) based on your investment in one or more of the Covered Funds, provided specified conditions are met, regardless of how long the Covered Person lives or the actual performance or value of the Covered Funds. Specifically, if the value of the shares/units in the Covered Fund (“Covered Fund Value”) equals zero as a result of Covered Fund performance, certain fees, and/or Guaranteed Annual Withdrawal(s) (“GAW”), we will make annual payments to the Covered Person for the rest of the Covered Person’s life. The GLWB has no cash value and no surrender value. The amount of the GAW may increase from time to time based on the Covered Fund Value. The amount of the GAW may decrease if you take an Excess Withdrawal either by: (i) taking any withdrawal during the Accumulation Phase; or (ii) taking a withdrawal during the GAW Phase that is greater than the GAW. These Excess Withdrawals will reduce your Covered Fund Value on a dollar-for-dollar basis and will adjust your Benefit Base by the ratio of the new Covered Fund Value (after the Excess Withdrawal) to the previous Covered Fund Value (after the GAW). For examples of these calculations, please refer to the Disclosure Statement. The guaranteed income that may be provided by the GLWB is based on the age and life of the Covered Person (or if there are joint Covered Persons, on the age of the younger joint Covered Person and the lives of both Covered Persons) as of the date we calculate the first Installment. The Covered Person is either you or you and your spouse. Your spouse must be the 100% primary beneficiary under the Retirement Plan in order to be a joint Covered Person. How does the GLWB work?

The GLWB has three phases: an “Accumulation Phase,” a “GAW Phase,” and a “Settlement Phase.”

The Accumulation Phase: During the Accumulation Phase, you may direct additional Contract Contributions to the Covered Fund(s), which establish the Benefit Base (this is the sum of all Contract Contributions minus any withdrawals and any adjustments made on the “Ratchet Date”), and take Distributions from your Account just as you otherwise would be permitted to (although Excess Withdrawals will proportionally reduce the amount of the Benefit Base). You are responsible for managing withdrawals during the Accumulation Phase. During the Accumulation Phase, the Benefit Base will be automatically adjusted annually on the Ratchet Date to the greater of: (a) the current Benefit Base; or (b) the current Covered Fund Value. During the Accumulation Phase, your Ratchet Date is the date of the anniversary that you elected the GLWB.

The GAW Phase: After you (or if there are joint Covered Persons, the younger joint Covered Person) have turned age 55, then you can elect to begin to take GAWs and start the GAW Phase without reducing the


3

Benefit Base. GAWs are withdrawals from your account value allocated to the Covered Fund(s) that do not exceed a specified annual amount. GAWs before age 59 ½ may result in certain tax penalties. During the GAW Phase, the Benefit Base will be automatically adjusted annually on the Ratchet Date to the greater of: (a) the current Benefit Base; or (b) the current Covered Fund Value. However, your GAW Percentage (GAW %) will not change unless you request a reset of the GAW%. You may not direct additional Contract Contributions to the Covered Fund(s) during the GAW Phase. During the GAW Phase, your Ratchet Date is the date you elected to begin receiving GAWs. If you are not fully vested in the Covered Funds, please see the Disclosure Statement for information on how vesting may affect GAWs.

Settlement Phase: If the Covered Fund Value falls to zero as a result of Covered Fund performance, certain fees, and/or GAWs, the Settlement Phase will begin. During the Settlement Phase, we continue to make Installments to you for as long as you live. However, the Settlement Phase may never occur, depending on how long the Covered Person(s) lives and how well the Covered Fund performs. The Settlement Phase is the first time that we use our own money to make Installments to you. If the Covered Fund Value is less than the amount of the final Installment in GAW Phase, the initial payment in Settlement Phase may take up to seven days from the Installment Date.

The Installments that you receive when you are in the GAW Phase or Settlement Phase are determined by multiplying the vested Benefit Base by the GAW%, which is determined by the age of the Covered Person as of the date we calculate the first Installment. The GAW is based on a percentage of the Benefit Base pursuant to the following schedule:

Sole Covered Person Joint Covered Person 4.0% for life at ages 55-64 3.5% for youngest joint life at ages 55-64 5.0% for life at ages 65-69 4.5% for youngest joint life at ages 65-69 6.0% for life at ages 70-79 5.5% for youngest joint life at ages 70-79 7.0% for life at ages 80+ 6.5% for youngest joint life at ages 80+

The amount of the Installment equals the GAW divided by the number of payments per year under the elected Installment Frequency Option, which may be annual, semi-annual, quarterly, or monthly. As described in more detail in the Disclosure Statement, the amount of the Installments may increase on an annual basis during the GAW Phase due to positive Covered Fund performance and will decrease as a result of any Excess Withdrawals. If the Contract is terminated, all Installments will cease. For more information and examples of how the GLWB works, please refer to the Disclosure Statement.

What protection does the GLWB provide? By electing the GLWB as a source or potential source of lifetime retirement income or other long-term purposes, you receive two basic protections. Provided that certain conditions are met, you will be protected from:

longevity risk, which is the risk that you will outlive the assets invested in the Covered Fund; and

income volatility risk, which is the risk of downward fluctuations in your retirement income due to changes in market performance.

Both of these risks increase as a result of poor market performance early in retirement. Point-in-time risk, the risk of retiring on the eve of a down market, significantly contributes to both longevity and income volatility risk. The GLWB does not guarantee that the Covered Fund will retain a certain value or that the value of the Covered Fund will remain steady or grow over time. Therefore, it is important to understand that while the preservation of capital may be one of your goals, the GLWB does not guarantee the achievement of that goal.

How much does the GLWB cost? While the Contract is in force, we will calculate and deduct a Guarantee Benefit Fee from the Covered Fund Value on a monthly basis. It will be paid by redeeming the number of shares/units of the Covered Fund equal to the Guarantee Benefit Fee. The Guarantee Benefit Fee is calculated as a specified percentage of the Covered Fund Value at the time the Guarantee Benefit Fee is calculated. We reserve the right to change the frequency of


4

the deduction, but will notify the Contract Owner (the Plan Sponsor or trustee) in writing at least thirty (30) days prior to the change. Because the Benefit Base may not exceed $5,000,000, we will not charge the Guarantee Benefit Fee on an amount of the Covered Fund Value that exceeds $5,000,000. The Guarantee Benefit Fee compensates us for the costs and risks we assume for providing the GLWB (including marketing, administration, and profit). If we do not receive the Guarantee Benefit Fee (except during the Settlement Phase), including as a result of the failure of your Plan Sponsor to submit it to us, the Contract will terminate as of the date that the fee is due. We will not provide you with notice prior to termination of the Contract and we will not refund the Guarantee Benefit Fee upon termination of the Contract. The guaranteed maximum, guaranteed minimum, and current Guarantee Benefit Fee we can charge for the GLWB is shown below.

The maximum Guarantee Benefit Fee, as a percentage of the Covered Fund Value, on an annual basis, is 1.5%.

The minimum Guarantee Benefit Fee, as a percentage of the Covered Fund Value, on an annual basis, is 0.70%.

The current Guarantee Benefit Fee, as a percentage of the Covered Fund Value, on an annual basis, is 0.90%.

We may change the current Guarantee Benefit Fee at any time within the minimum and maximum range described above upon thirty (30) days prior written notice to you.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial and other services, and charges imposed by the Covered Funds. Premium taxes may be applicable in certain states. Premium tax applicability and rates vary by state and may change. We reserve the right to deduct any such tax from premium when received.

How do you elect the GLWB?

You are required to elect the GLWB in connection with your allocation of some or all of your Account with the Covered Fund(s). However, the actual date of election of the GLWB will depend on which Covered Fund shares you choose. For the Maxim SecureFoundation® Lifetime Portfolios and the Orchard Trust SecureFoundation Lifetime Funds, you will not be deemed to have actually elected the GLWB until the first business day of the year that is ten years prior to the date in the name of the fund and do not pay the Guaranteed Benefit Fee until the election is made. There is no minimum initial investment. You may allocate any amount to any Covered Fund. However, your Benefit Base is limited to $5,000,000. The GLWB may only be elected by Plan Participants in Retirement Plans that offer the Covered Funds.

Can you cancel the GLWB? You may cancel the GLWB by causing the Covered Fund Value or the Benefit Base of each Covered Fund to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee. We will not return any portion of the Guarantee Benefit Fee that has been collected. What are the principal risks of the GLWB?

There are a number of risks associated with the GLWB as described below:

If the Plan Sponsor selects a new record keeper, you may lose the GLWB.

The Plan Sponsor may elect to cancel the Contract at any time or remove the Covered Funds from the Retirement Plan’s investment options. If the Plan Sponsor takes either of these actions, you will lose the GLWB.

You may die before receiving payments from us or may not live long enough to receive enough income to exceed the amount of the Guarantee Benefit Fees paid.


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The Covered Funds may perform well enough so that you may not need the GLWB.

You may need to make Excess Withdrawals, which have the potential to substantially reduce or even terminate the benefits provided by the GLWB. We are not required to warn you of Excess Withdrawals or other actions with adverse consequences.

You may choose to cancel the GLWB prior to a severe market downturn.

You might not begin making GAWs at the most financially beneficial time.

If you move to another Retirement Plan record keeper or to an IRA that does not offer the GLWB, you may never receive any benefits.

The deduction of the Guarantee Benefit Fee each month, while not affecting the performance of the Covered Funds, will negatively affect the growth of the Covered Fund Value.

If the Covered Fund that you invest in becomes ineligible for the GLWB, you will be forced to Transfer the Covered Fund Value to another Covered Fund. In the event that all Covered Funds become ineligible at our direction or are liquidated by the fund company, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund.

The Plan Sponsor may terminate the Contract upon 75 days written notice to Great-West. If the Plan Sponsor terminates the Contract, then all benefits, rights, and privileges provided by the Contract, including without limitation, the GLWB, shall terminate.

We may terminate the Contract upon 75 days (up to 90 days for certain plans that have at least $250 million in plan assets) written notice to the Plan Sponsor. If we terminate the Contract, such termination will not adversely affect your rights, except that we will not permit additional Contract Contributions to the Covered Fund(s). However, we will accept reinvested dividends and capital gains.

Any payments we are required to make under the GLWB will depend on our long-term ability to make such payments.

The Contract is not registered with the Securities and Exchange Commission or any state securities administrator.

In no instance will the Guarantee Benefit Fee be refunded.

What is an example of the GLWB? A note about the example: All Contract Contributions are assumed to be at the end of the year and occur immediately before the next

Ratchet Date. All withdrawals are assumed to be at the beginning of the year and occur on the Ratchet Date. You are assumed to be fully vested. All positive investment performance of the Covered Fund is assumed to be net of investment management

fees. In the example, you have access to the Covered Fund Value until it is depleted:

o If you die before the Covered Fund Value is depleted, the remaining Covered Fund Value would be available to your Beneficiary.

o If you need to take a withdrawal in excess of the GAW, you may take up to the Covered Fund Value, which will be considered an Excess Withdrawal.

Assume you elect the GLWB at age 55 and start taking GAWs in annual Installments at age 65. Also, assume that the Covered Fund Value (net of investment management fees) increases by 5% in years 1 through 7, decreases by 10% in years 8 through 11, and increases by 5% thereafter.

Details:


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Sole Covered Person Initial Covered Fund Value: $500,000 GAW Percent: 5% Guarantee Benefit Fee: 0.90% Changes in Covered Fund Value (net of investment management fees):

o Years 1 through 7: 5%, Years 8 through 11: -10%, Years 12+: 5% Result: Positive Covered Fund performance through year 7 results in a Covered Fund Value of $662,407 on the

Ratchet Date. The Benefit Base Ratchets to $662,407. Covered Fund Value at the beginning of year 10 is $468,552, but GAWs are based on the Benefit Base,

which is $662,407. o GAWs are $662,407 x 5% = $33,120.

You annually withdraw $33,120 from the Covered Fund until about age 81 when the Covered Fund is depleted:

o At age 81, the Covered Fund Value is $13,326. o The GAW results in the withdrawal of the $13,326 which depletes the Covered Fund

and you are now in Settlement Phase. We provide the remaining $19,794 necessary to make the Installment $33,120.

We continue to pay Installments of $33,120 each year for your life.

Illustration:

Benefit Projection

-

100,000

200,000

300,000

400,000

500,000

600,000

700,000

55 60 65 70 75 80 85 90

Age

Co

vere

d F

un

d V

alu

e

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Wit

hd

raw

al

GAW Covered Fund Value Benef it Base

Is the GLWB right for you? The GLWB may be right for you if you believe that you may outlive your retirement investments or are concerned about market risk. If you believe that your retirement investments will be sufficient to provide for your retirement expenses regardless of market performance or your lifespan, then the GLWB may not be right for you. The GLWB does not protect the actual value of your investments in your Retirement Plan or guarantee the Covered Fund Value. For example, if you invest $500,000 in a Covered Fund, and your Covered Fund Value has dropped to $400,000 on the Initial Installment Date, we are not required to add $100,000 to your Covered Fund Value. Instead, the GLWB guarantees that when you reach the Initial Installment Date, you may begin GAWs based upon a Benefit Base of $500,000, rather than $400,000 (so long as specified conditions are met). The GAWs are made from your own investment. We start using our money to make Installments to you only if your Covered Fund Value is reduced to zero due to Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the GLWB, and/or GAWs. We limit our risk under the GLWB in this regard by limiting the amount you may withdraw each year to your GAWs. If you need to take Excess


7

Withdrawals, you may not receive the full benefit of the GLWB. If the return on your Covered Fund Value over time is sufficient to generate gains that can sustain constant GAWs, then the GLWB would not have provided any financial gain to you. Conversely, if the return on your Covered Fund Value over time is not sufficient to generate gains that can sustain constant GAWs, then the GLWB would be beneficial to you. You should discuss your investment strategy and risk tolerance with your financial advisor before purchasing the GLWB. How is the Contract sold?

GWFS Equities, Inc. serves as a marketing agent for the Contract. GWFS Equities is registered as a broker-dealer with the Securities and Exchange Commission, as well as with the securities administrators in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (“FINRA”). GWFS Equities may enter into selling agreements with unaffiliated broker-dealers to sell the Contract. At times, GWFS Equities may make cash and non-cash payments to selling firms for certain expenses. We do not pay commissions to GWFS Equities or to the unaffiliated broker-dealers in connection with the sale or solicitation of the Contract. GWFS Equities and its affiliates may receive payments from affiliates of the selling firms that are unrelated to the sale of the Certificates. GWFS Equities makes the Contract available through both affiliated and unaffiliated registered representatives who are registered with FINRA and with the states in which they do business. These registered representatives are also licensed as insurance agents in the states in which they do business and are appointed with us. We may provide non-cash compensation in the form of training and education programs to registered representatives of GWFS Equities who sell the Certificates as well as registered representatives of unaffiliated broker-dealers. Registered representatives of GWFS Equities also sell other insurance products that we offer and may receive certain non-cash items, such as conferences, trips, prizes and awards under non-cash incentive compensation programs pertaining to those products. None of the items are directly attributable to the sale or solicitation of the Certificates. Such compensation will not be conditioned upon achievement of a sales target. Finally, we and GWFS Equities may provide small gifts and occasional entertainment to registered representatives with GWFS Equities or other selling firms in circumstances in which such items are not preconditioned on achievement of sales targets.

What are the tax and ERISA considerations of electing the GLWB?

The GLWB is novel and innovative. While no definitive determinations have been issued to date, we understand that the Internal Revenue Service and the U.S. Department of Labor may be considering tax and ERISA issues associated with products similar to the GLWB. Under the circumstances, you should consult your legal counsel or tax advisor on the considerations of including the GLWB in your plan’s investment options or electing the GLWB.

Can I rollover my GLWB to an IRA?

If the Great-West SecureFoundation® Group Fixed Deferred Annuity Certificate (or individual contract in certain states) that we issue in connection with IRAs (the “Certificate”) has been approved in your state of residence and you are eligible and permitted by the terms of your Retirement Plan documents, you may rollover the proceeds of your tax deferred Retirement Plan, including the GLWB, to your IRA. To preserve the GLWB in your rollover, your IRA provider must offer one or more of the Covered Funds and the Certificate. If your rollover is from a tax-deferred Retirement Plan and you have previously elected the GLWB as part of your investments in your tax-deferred Retirement Plan, your new Benefit Base may be equal to your Benefit Base as it existed under your prior tax-deferred Retirement Plan immediately prior to your rollover. Your new Benefit Base after the rollover to the IRA will equal the Benefit Base you had under your tax-deferred Retirement Plan only if you: (a) invest the rollover or transfer proceeds covered by the GLWB immediately prior to distribution from the tax-deferred Retirement Plan in the Covered Fund(s); (b) invest in a Covered Fund approved by Great-West as described in the


8

prospectus for the Certificate, unless the GLWB is in Settlement Phase; and (c) you Request the restoration of the Benefit Base as it existed under your tax-deferred Retirement Plan. To maintain the same Benefit Base, you must be in the same phase (i.e., Accumulation Phase, GAW phase, or Settlement Phase) that you were in at the time of the rollover or transfer after the rollover or transfer is complete. If you do not meet these requirements, a new Benefit Base will be established that is equal to your Covered Fund Value as of the date of the rollover and your Guarantee Benefit fee will be calculated as a percentage of your Covered Fund Value. Your new Covered Fund Value after the IRA rollover will initially equal the Covered Fund Value as of the date of the rollover. We will calculate your Guarantee Benefit Fee as a specified percentage of your Covered Fund Value. The prospectus for the Certificate contains more information about the Certificate and rollovers.


Smart Future

Product Prospectus May 1, 2012


Group Fixed Deferred Annuity Certificate

Issued by:

8515 East Orchard RoadGreenwood Village, CO 80111

Tel. (877) 925-0501

May 1, 2012

This prospectus describes the Great-West SecureFoundation® Group Fixed Deferred Annuity Certificate (the“Certificate”) issued by Great-West Life & Annuity Insurance Company. The Certificate may be purchased aspart of a retirement account or as part of a non-retirement account that purchases shares of the MaximSecureFoundation® Balanced ETF Portfolio or any other fund that is approved by Great-West Life & AnnuityInsurance Company (the “Covered Fund”). The Certificate provides for guaranteed income for the life of adesignated person based on the Certificate Owner’s investment in the Covered Fund, provided all conditionsspecified in the Certificate are met, regardless of how long the designated person lives or the actual performanceor value of the Covered Fund. The Certificate has no cash value and no surrender value. The interests of theCertificate Owner in the Certificate may not be transferred, sold, assigned, pledged, charged, encumbered, oralienated in any way.

Prospective purchasers may apply to purchase a Certificate through GWFS Equities, Inc. (“GWFS Equities”), theprincipal underwriter for the Certificates or other broker-dealers that have entered into a selling agreement withGWFS Equities. GWFS Equities will use its best efforts to sell the Certificates, but is not required to sell anyspecific number or dollar amount of Certificates.

This prospectus provides important information that a prospective purchaser of a Certificate should know beforeinvesting. Please retain this prospectus for future reference.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission hasapproved or disapproved these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense.


The Certificate:

• Is NOT a bank deposit

• Is NOT FDIC insured

• Is NOT insured or endorsed by a bank or any government agency

• Is NOT available in every state

The purchase of the Certificate is subject to certain risks. See Risk Factors on page 6.The Certificate is novel and innovative. While the Internal Revenue Service has recentlyissued favorable private letter rulings concerning products similar to the Certificate,these rulings are not binding on the Internal Revenue Service with respect to theCertificate. You should consult a tax advisor before you purchase a Certificate. Pleasesee Taxation of the Certificate on page 40 for more information.

This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in anystate where the offer or sale is not permitted.

TABLE OF CONTENTS

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Preliminary Note Regarding Terms Used in This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

What is the Certificate? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

How much will your Certificate cost? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Can you cancel your Certificate? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

What protection does the Certificate provide? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

How does your Certificate work? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

How do you purchase a Certificate? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

What is the Designated Investment Option? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Is the Certificate right for you? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

THE CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

INVESTMENT OPTIONS—THE COVERED FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

MAXIM SECUREFOUNDATION® BALANCED ETF PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Investment Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Principal Investment Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ADDING AND REMOVING COVERED FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ROLLOVERS AND ACCOUNT TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

THE ACCUMULATION PHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Covered Fund Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Benefit Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Subsequent Certificate Contributions to Your Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Ratchet Date Adjustments to the Benefit Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Excess Withdrawals During the Accumulation Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Types of Excess Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Fees Associated with the Investment Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Treatment of a Distribution During the Accumulation Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Death During the Accumulation Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

(a) Qualified Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

(b) Nonqualified Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

THE GAW PHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Installments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Calculation of Installment Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Installment Frequency Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Lump Sum Distribution Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Suspending and Re-Commencing Installments After a Lump Sum Distribution . . . . . . . . . . . . . . . . 19

Annual Review of Your GAW% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Types of Excess Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Fees Associated with the Investment Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Effect of Excess Withdrawals During the GAW Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Death During the GAW Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

(a) Qualified Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

(b) Nonqualified Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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THE SETTLEMENT PHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

EXAMPLES OF HOW THE CERTIFICATEWORKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

GUARANTEE BENEFIT FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Will you pay the same amount (in dollars) for the Withdrawal Guarantee every quarter? . . . . . . . 30

DIVORCE PROVISIONS UNDER THE CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Divorce provisions for Qualified Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

(a) Divorce During the Accumulation Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

(b) Divorce During the GAW Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

(c) Divorce During the Settlement Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Divorce provisions for Nonqualified Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(a) Divorce During the Accumulation Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(b) Divorce During the GAW Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(c) Divorce During the Settlement Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

EFFECT OF ANNUITIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Election of Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

TERMINATION OF THE GROUP CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

If the Group Contract Owner Terminates the Group Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

If Great-West Terminates the Group Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Other Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

TERMINATION OF THE CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Periodic Communications to Certificate Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Amendments to the Group Contract and Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Misstatements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

FINANCIAL CONDITION OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

TAXATION OF THE CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Qualified Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Nonqualified Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ABOUT US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SALES OF THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Owner Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Return Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

State Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Evidence of Death, Age, Gender, or Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

LEGALMATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ii


Group Fixed Deferred Annuity Certificate

Issued by:

8515 East Orchard RoadGreenwood Village, CO 80111

Tel. (877) 925-0501

SUMMARY

Preliminary Note Regarding Terms Used in This Prospectus.

Certain terms used in this prospectus have specific and important meanings. Some important terms are explainedbelow, and in most cases the meaning of other important terms is explained the first time they are used in theprospectus. You will also find in the back of this prospectus a listing of all of the terms, with the meaning of eachterm explained.

• The “Certificate” is the Great-West SecureFoundation® Group Fixed Deferred Certificate issued byGreat-West Life & Annuity Insurance Company pursuant to the terms of a Group Fixed DeferredAnnuity Contract (the “Group Contract”) issued to Orchard Trust Company, LLC (“Orchard Trust” orthe “Group Contract Owner”). In certain states this may be an individual contract, which will have thesame features and benefits unless otherwise noted.

• “We,” “us,” “our,” “Great-West,” or the “Company” means Great-West Life & Annuity InsuranceCompany.

• “You” or “yours” means the owner of the Certificate described in this prospectus. The terms “you,”“yours,” “Owner,” and “Certificate Owner” may be used interchangeably in this prospectus.

• “Covered Person” or “Covered Persons” means the person or persons, respectively, named in theCertificate whose age is used for certain important purposes under the Certificate, includingdetermining the amount of the guaranteed income that may be provided by this Certificate.

• “Covered Fund” refers to the Maxim SecureFoundation® Balanced ETF Portfolio and any other fundthat is approved by Great-West.

The Certificate can be owned in the following ways:

• Sole Owner who is an individual and also the Covered Person.

• Sole Owner who is an individual and the Covered Person, with his or her Spouse as the joint CoveredPerson.

We believe that in most cases the Certificate will have a sole Owner who is the only Covered Person. Therefore,for ease of reference, most of the discussion in this prospectus assumes you are the sole Owner and the onlyCovered Person under the Certificate. In some places in the prospectus, however, we explain how certain featuresof the Certificate differ if there are joint Covered Persons.

The Certificate can be purchased either in connection with an individual retirement account (“IRA”) (a“Qualified Certificate”) or in connection with an Investment Portfolio that is not intended to qualify as an IRA orother type of tax-qualified retirement plan (a “Nonqualified Certificate”). Unless we indicate otherwise, all termsand provisions of the Certificate are the same for a Qualified Certificate and a Nonqualified Certificate.

The following is a summary of the Certificate. You should read the entire prospectus in addition to this summary.

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What is the Certificate?

Certificates are issued pursuant to the terms of the Group Contract, which is a group guaranteed income annuitycontract issued by the Company and owned by Orchard Trust. The Certificate may be purchased as part of aRetirement Account or as part of a Non-Retirement Account that purchases shares of the Covered Fund.Currently, there is no other way to purchase the Certificate. The Certificate provides, under certain specifiedconditions, for guaranteed minimum lifetime income, regardless of how long you live or how the Covered Fundperforms. The Certificate does not have a cash value.

Provided all conditions of the Certificate and Group Contract are met, if the value of the shares in your CoveredFund (“Covered Fund Value”) equals zero as a result of Covered Fund performance, the Guarantee Benefit Fee,certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA or brokeragefees, advisory fees), and/or Guaranteed Annual Withdrawal(s) (“GAW”), we will make annual payments to youfor the rest of your life.

The amount of the GAW that you may take may increase from time to time based on your Covered FundValue. It may also decrease if you take Excess Withdrawals (discussed below).

The guaranteed income that may be provided by your Certificate is based in part on the age of the CoveredPerson (or if there are joint Covered Persons, on the age of the younger joint Covered Person) as of the date wecalculate the first Installment and the 10 Year Treasury Yield. A joint Covered Person must be your Spouse andyour Spouse must be your sole beneficiary of your Account.

How much will your Certificate cost?

While your Certificate is in force, a Guarantee Benefit Fee will be calculated and deducted from your CoveredFund Value on a quarterly basis. It will be paid by redeeming the number of fund shares of your Covered Fundequal to the Guarantee Benefit Fee. The Guarantee Benefit Fee is calculated as a specified percentage of yourBenefit Base at the time the Guarantee Benefit Fee is calculated. If we do not receive the Guarantee BenefitFee (except during the Settlement Phase), including as a result of the failure of your Financial ServicesProvider to submit it to us, the Certificate will terminate within the number of days set forth in yourCertificate of when the Guarantee Benefit Fee was due.We will not provide Certificate Owners with noticebefore termination of the Certificate, and we will not refund any Guarantee Benefit Fee payments made prior totermination of the Certificate.

The Guarantee Benefit Fee pays for the insurance protections provided by the Certificate.

The guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for your Certificate is shownbelow. The amount we currently charge is also shown below.

• The maximum Guarantee Benefit Fee for the Certificate, as a percentage of your Benefit Base, on anannual basis, is 1.5%.

• The minimum Guarantee Benefit Fee for the Certificate, as a percentage of your Benefit Base, on anannual basis, is 0.70%.

• The current Guarantee Benefit Fee for the Certificate, as a percentage of your Benefit Base, on anannual basis, is 1.00%.

We may change the current Guarantee Benefit Fee at any time within the minimum and maximum rangedescribed above upon thirty (30) days prior written notice to you.We determine the Guarantee Benefit Fee basedon observations of a number of long-term experience factors, including, but not limited to, interest rates,volatility, investment returns, expenses, mortality, and lapse rates. As an example, if mortality experienceimproves faster than we have anticipated, and the population in general is expected to live longer than initially

2

projected, we might increase the Guarantee Benefit Fee to reflect our increased probability of paying longevitybenefits. However, improvements in mortality experience is provided as an example only, we reserve the right tochange the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience factorschange (although we will never increase the fee above the maximum or decrease the fee below theminimum). We do not need the happening of any event before we may change the Guarantee Benefit Fee.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with IRA, brokerage oradvisory fees, and charges imposed by the Covered Funds. The redemption of shares of your Covered Fund maysubject you to taxation as a result of the redemption.

Premium taxes may be applicable in certain states. Premium tax applicability and rates vary by state and maychange. We reserve the right to deduct any such tax from premium when received.

Can you cancel your Certificate?

You may cancel your Certificate by causing your Covered Fund Value or your Benefit Base to be reduced to zeroprior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee BenefitFee.

What protection does the Certificate provide?

The Certificate provides two basic protections to Certificate Owners who purchase this Certificate as a source orpotential source of lifetime retirement income or other long-term purposes. Provided that certain conditions aremet, the Certificate protects the Certificate Owner from:

• longevity risk, which is the risk that a Certificate Owner will outlive the assets invested in the CoveredFund; and

• income volatility risk, which is the risk of downward fluctuations in a Certificate Owner’s retirementincome due to changes in market performance.

Both of these risks increase as a result of poor market performance early in retirement. Point-in-time risk (whichis the risk of retiring on the eve of a down market) significantly contributes to both longevity and incomevolatility risk.

The Certificate does not provide a guarantee that the Covered Fund or your Investment Portfolio will retain acertain value or that the value of the Covered Fund or account will remain steady or grow over time. Instead, itprovides for a guarantee, under certain specified conditions, that regardless of the performance of the CoveredFunds in your Account and regardless of how long you live, you will be able to receive a guaranteed level ofannual income for life. Therefore, it is important for you to understand that while the preservation of capital maybe one of your goals, the achievement of that goal is not guaranteed by the Certificate.

How does your Certificate work?

The Certificate has three phases: an “Accumulation Phase,” a “GAW Phase,” and a “Settlement Phase.”

• The Accumulation Phase: During the Accumulation Phase, you may make additional CertificateContributions to your Covered Fund, which establishes your Benefit Base (this is the sum of allCertificate Contributions minus any withdrawals and any adjustments made on the “PerformanceRatchet Date” as described later in this prospectus), and take withdrawals from your InvestmentPortfolio just as you otherwise would be permitted to (although Excess Withdrawals will reduce theamount of the Benefit Base under the Certificate). You are responsible for managing your withdrawalsduring the Accumulation Phase.

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• The GAW Phase: After you (or if there are joint Covered Persons, the younger joint Covered Person)have turned age 591⁄2, then you can enter the GAW Phase and begin to take GAWs (which are annualwithdrawals that do not exceed a specified amount) without reducing your Benefit Base.

• Settlement Phase: If your Covered Fund Value falls to zero as a result of Covered Fund performance,the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate orGroup Contract (e.g., IRA fees or brokerage fees, advisory fees), and/or GAWs, the Settlement Phasewill begin. See The Accumulation Phase—Fees Associated with the Investment Portfolio. During theSettlement Phase, we make Installments to you for as long as you live. However, the Settlement Phasemay never occur, depending on how long you live and how well the Covered Fund performs.

The Installments that you receive when you are in the GAW Phase or Settlement Phase are determined bymultiplying your Benefit Base by the GAW Percentage (GAW%). We determine the GAW% by multiplying theage adjustment for the Covered Person by the 10 Year Treasury Yield, subject to a minimum and maximumGAW%, as of the date we calculate the first Installment. A Joint Withdrawal Adjustment will apply to theGAW% if there are Joint Covered Persons. As described in more detail below, the amount of the Installmentsmay increase on an annual basis during the GAW Phase due to positive Covered Fund performance and/or anincrease in the 10 Year Treasury Yield (“10YR”), and will decrease as a result of any Excess Withdrawals.

Note to IRA owners: If you withdraw any of your Covered Fund Value during the Accumulation Phase to satisfyany contribution limitation imposed under federal law, we will consider that to be an Excess Withdrawal. Anywithdrawals to satisfy your required distribution obligations under the Code will be considered an ExcessWithdrawal if taken during the Accumulation Phase. As a result, those who will be subject to required minimumdistributions should consider the appropriateness of this product. You should consult a qualified tax advisorregarding contribution limits and other tax implications. We will deem withdrawals taken during the GAW Phaseto meet required minimum distribution requirements, in the proportion of your Covered Fund Value to youroverall IRA balance (and not taking into account any other IRAs you own), to be within the contract limits foryour Certificate and will not treat such withdrawals as Excess Withdrawals.

How do you purchase a Certificate?

You are required to purchase a Certificate in connection with your purchase of shares of a Covered Fund. Thereis a minimum initial investment that is dependent upon which type of account you may have. Please see theCovered Fund prospectus for more information. The Certificates are issued in accordance with the terms of theGroup Contract issued by us to Orchard Trust. The Group Contract is a group fixed deferred annuitycontract. You may invest any amount in any Covered Fund. However, your Benefit Base is limited to$5,000,000. Any amount over $5,000,000 will not increase your Benefit Base.

You may elect to purchase a Certificate by completing an application or other form authorized by us. If this formis accepted by us at our Administrative Office, we will issue a Certificate to you describing your rights andobligations. You must be of legal age in your state of residence to be eligible to purchase the Certificate. Thelegal age is 18 in all states except Alabama and Nebraska which have a legal age of 19 and Mississippi which hasa legal age of 21.

What is the Designated Investment Option?

Maxim SecureFoundation® Balanced ETF Portfolio.

In general, if you purchase shares of the Covered Fund, you are required to purchase the Certificate. You cannotinvest in a Covered Fund without owning a Certificate.

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Is the Certificate right for you?

The Certificate may be right for you if you believe that you may outlive your retirement investments or areconcerned about market risk. If you believe that your retirement investments will be sufficient to provide for yourretirement expenses regardless of market performance or your lifespan, then the Certificate may not be right foryou.

The Certificate does not protect the actual value of your investments in your account or guarantee the CoveredFund Value. For example, if you invest $500,000 in a Covered Fund, and your Covered Fund Value has droppedto $400,000 on the Initial Installment Date, we are not required to add $100,000 to your Covered Fund Value.Instead, the Certificate guarantees that when you reach the Initial Installment Date, you may begin GAWs basedupon a Benefit Base of $500,000, rather than $400,000 (so long as specified conditions are met).

The GAWs are made from your own investment. We start using our money to make Installments to you only ifyour Covered Fund Value is reduced to zero due to Covered Fund performance, the Guarantee Benefit Fee,certain other fees that are not directly associated with the Certificate or Group Contract ( e.g., IRA or brokeragefees, advisory fees), and/or GAWs. We limit our risk under the Certificate in this regard by limiting the amountyou may withdraw each year to your GAWs. If you need to take Excess Withdrawals, you may not receive thefull benefit of the Certificate. For further information, see The Accumulation Phase—Excess Withdrawals Duringthe Accumulation Phase and The GAW Phase—Effect of Excess Withdrawals During the GAW Phase.

If the return on your Covered Fund Value over time is sufficient to generate gains that can sustain constantGAWs, then the Certificate would not have provided any financial gain to you. Conversely, if the return on yourCovered Fund Value over time is not sufficient to generate gains that can sustain constant GAWs, then theCertificate would be beneficial to you.

You should discuss your investment strategy and risk tolerance with your financial advisor before purchasing theCertificate.

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RISK FACTORS

There are a number of risks associated with the Certificate as described below.

The guarantee that may be provided under the Certificate is contingent on several conditions being met. Incertain circumstances you may not realize a benefit from the Certificate.

• You may die before receiving payments from us or you may not live long enough to receive enoughincome to exceed the amount of the Guarantee Benefit Fees paid. If you (assuming that you are the soleCovered Person) die before the Covered Fund Value is reduced to zero, you will never receive anypayments under the Certificate. The Certificate does not have any cash value or provide a deathbenefit. Furthermore, even if you begin to receive Installments in the Settlement Phase, you may diebefore receiving an amount equal to or greater than the amount you have paid in Guarantee BenefitFees.

• The Covered Funds may perform well enough so that you may not need the guarantee that mayotherwise be provided by the Certificate. The Covered Fund is managed by a registered investmentadviser, GW Capital Management, LLC, doing business as Maxim Capital Management, LLC(“MCM”), a wholly owned subsidiary of Great-West. MCM has the flexibility to manage the MaximSecureFoundation® Balanced ETF Portfolio conservatively. Therefore, there is a good chance that theCovered Fund will perform well enough that GAWs will not reduce Covered Fund Value to zero. As aresult, the likelihood that we will make payments to you is minimal. In this case, you will have paid usthe Guarantee Benefit Fee for the life of your Certificate and received no payments in the SettlementPhase in return.

• You may need to make Excess Withdrawals, which have the potential to substantially reduce or eventerminate the benefits available under the Certificate. Because personal financial needs can ariseunpredictably (e.g., unexpected medical bills), you may need to make a withdrawal from your CoveredFund before the start of the GAW Phase or following the start of the GAW Phase in an amount largerthan the GAW. These types of withdrawals are Excess Withdrawals that will reduce or eliminate theguarantee that may otherwise be provided by the Certificate. There is no provision under the Certificateto cure any decrease in the benefits due to Excess Withdrawals. To avoid making Excess Withdrawals,you will need to carefully manage your withdrawals. The Certificate does not require us to warn you ofExcess Withdrawals or other actions with adverse consequences.

• You may choose to cancel your Certificate prior to a severe market downturn. The Certificate isdesigned to protect you from outliving the assets in your Covered Fund. If you terminate the Certificatebefore reaching the GAW Phase or Settlement Phase, we will not make payments to you, even ifsubsequent Covered Fund performance reduces your Covered Fund Value to zero.

• You might not begin making GAWs at the most financially beneficial time for you. Because ofdecreasing life expectancy as you age, in certain circumstances, the longer you wait to start takingGAWs, the less likely it is that you will benefit from your Certificate. On the other hand, the earlieryou begin taking GAWs, the lower the GAW Percentage you may receive and therefore the lower yourGAWs (if any) will be. Because of the uncertainty of how long you will live and how your investmentswill perform over time, it will be difficult for you to determine the most financially beneficial time tobegin making GAWs.

• If you terminate or change your Financial Services Provider, you may never receive a benefit from theCertificate. The Certificate is currently available to clients of Financial Services Providers. TheCertificate is held by the owner of the Investment Portfolio. If your Investment Portfolio is terminated,such as by a full distribution of all of the assets in the Investment Portfolio, or moved to a provider thatdoes not offer the Certificate, you will cause your Certificate to terminate. In that case, you may neverreceive a benefit from the Certificate, and the Guarantee Benefit Fee will not be refunded.

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• We reserve the right to increase the Guarantee Benefit Fee at any time. If we increase the GuaranteeBenefit Fee, then depending upon how long you live, you may not receive enough income to exceedthe amount of total fees paid. We may increase the Guarantee Benefit Fee up to the maximum fee,1.5% of your Benefit Base, as shown on your Certificate Data Page.

• The deduction of the Guarantee Benefit Fee each quarter will negatively affect the growth of yourCovered Fund Value. The growth of your Covered Fund Value is likely important to you because youmay never receive Installments during Settlement Phase. Therefore, depending on how long you liveand how your investments perform, you may be financially better off without purchasing theCertificate.

• The Certificate limits your investment choices. Only certain funds may be available under theCertificate. Currently there is only one available fund. The Covered Fund may be managed in a moreconservative fashion than other mutual funds available to you. If you do not purchase the Certificate, itis possible that you may invest in other mutual funds (or other types of investments) that experiencehigher growth or lower losses, depending on the market, than the Covered Fund’s experience. It isimpossible to know how various investments will fare on a comparative basis.

• The Covered Fund may become ineligible. If the Covered Fund that you invest in becomes ineligiblefor the Certificate, you will be forced to Transfer the Covered Fund Value to another Covered Fund. Ifthe Transfer does not take place or if the Transfer is not a same day Transfer, then it could cause yourCertificate to be canceled. See Adding and Removing Covered Funds. We reserve the right to designateCovered Funds that were previously eligible for use with the Certificate as ineligible for use with theCertificate, for any reason including due to changes to their investment objectives. In the event that allCovered Funds become ineligible or are liquidated, we will designate a new fund as a Covered Fund.The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fundmay result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximumGuarantee Benefit Fee of 1.5%. The Guarantee Benefit Fee will not be refunded if the Covered Fundsbecome ineligible or are liquidated.

The Group Contract and Certificate may terminate.

• The Group Contract Owner may terminate the Group Contract upon 75 days written notice to us. If theGroup Contract Owner terminates the Group Contract, then all benefits, rights, and privileges providedby the Group Contract, including without limitation, the Certificate, shall terminate. In this event, youmay choose to utilize the Covered Fund Value in the ways described later in this prospectus under“Termination of the Group Contract—If the Group Contract Owner Terminates the GroupContract.” The Guarantee Benefit Fee will not be refunded if the Group Contract Owner terminates theGroup Contract.

• We may terminate the Group Contract upon 75 days written notice to the Group Contract Owner. If weterminate the Group Contract, such termination will not adversely affect your rights under the GroupContract, except that we will not permit additional Certificate Contributions to the CoveredFund. However, we will accept reinvested dividends and capital gains. You will still be obligated topay the Guarantee Benefit Fee.

• The Investment Portfolio may terminate. Investment Portfolios can be terminated, such as by a fulldistribution of all of the assets in the Investment Portfolio. You generally can choose to discontinueyour own Investment Portfolio, and either receive a distribution from the Investment Portfolio ortransfer it to another Financial Services Provider. Also, most Investment Portfolio providers reserve theright to resign from the Investment Portfolio; if that happens, in most cases you can choose to haveyour Investment Portfolio either distributed to you or transferred to another Financial ServicesProvider. In the event of a complete Investment Portfolio termination, either because your InvestmentPortfolio is distributed to you or transferred to another Investment Portfolio provider that does not offer

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the Certificate, then all benefits, rights, and privileges provided by the Group Contract, includingwithout limitation, the Certificate, shall terminate. In this event, you may choose to utilize the CoveredFund Value in the ways described later in this prospectus under “Termination of the Group Contract—Other Termination.” The Guarantee Benefit Fee will not be refunded if the Investment Portfolioterminates.

• The Certificate will terminate if the Guaranteed Benefit Fee is not paid. If we do not receive theGuarantee Benefit Fee (except during Settlement Phase), including as a result of the failure of yourFinancial Services Provider to submit it to us, the Certificate will terminate as of the date that the fee isdue.

Your receipt of payments from us is subject to our claims paying ability.

• Any payments we are required to make to you under the Certificate will depend on our long-termability to make such payments.We will make all payments under the Certificate in Settlement Phasefrom our general account, which is not insulated from the claims of our third party creditors. Therefore,your receipt of payments from us is subject to our claims paying ability.

Currently, our financial strength is rated by three nationally recognized statistical rating organizations(“NRSRO”), ranging from superior to excellent to very strong. Our ratings reflect the NRSROs’opinions that we have a superior, excellent, or a very strong ability to meet our ongoing obligations. Anexcellent and very strong rating means that we may have somewhat larger long-term risks than higherrated companies that may impair our ability to pay benefits payable on outstanding insurance policieson time. The financial strength ratings are the NRSROs’ current opinions of our financial strength withrespect to our ability to pay under our outstanding insurance policies according to their terms and thetimeliness of payments. The NRSRO ratings are not specific to the Certificate.

You may obtain information on our financial condition by reviewing Form 10-K, which is the Annual Report wefile with the Securities and Exchange Commission pursuant to Sections 13 and 15(d) of the Securities ExchangeAct of 1934. For further information, see Financial Condition of the Company later in this prospectus.

There may be tax consequences associated with the Certificate.

• The Certificate is novel and innovative. You should consult a tax advisor before purchasing aCertificate. See Taxation of the Certificate later in this prospectus for further discussion of tax issuesrelating to the Certificate.

Other Information

• You should be aware of various regulatory protections that do and do not apply to theCertificate. Your Certificate is registered in accordance with the Securities Act of 1933. The issuanceand sale of your Certificate must be conducted in accordance with the requirements of the SecuritiesAct of 1933. We are also subject to applicable periodic reporting requirements and other requirementsimposed by the Securities Exchange Act of 1934.

• We are neither an investment company nor an investment adviser and do not provide investment adviceto you in connection with the Certificate. Therefore, we are not governed by the Investment AdvisersAct of 1940 (the “Advisers Act”) or the Investment Company Act of 1940 (the “1940Act”). Accordingly, the protections provided by the Advisers Act and the 1940 Act are not applicablewith respect to our sale of the Certificate to you.

• The Certificate does not protect the assets in your Investment Portfolio from your creditors. The assetsin your Investment Portfolio are owned by you and not us. We have no control over any of the assets inyour Investment Portfolio. The assets in your Investment Portfolio are not subject to our creditors.However, assets in your Investment Portfolio may be subject to being directly attached by yourcreditors. Any liquidation of any Covered Fund will be considered an Excess Withdrawal and it mayreduce your Benefit Base.

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THE CERTIFICATE

The Certificate is a group fixed deferred annuity certificate. The Certificate may be purchased as part of aRetirement Account or as part of a Non-Retirement Account that purchases shares of the Covered Fund. TheCertificates are designed for purchasers who intend to use the investments in the Covered Fund as the basis forperiodic withdrawals (such as systematic withdrawal programs involving regular annual withdrawals of a certainpercentage of the Covered Fund Value) to provide income payments for retirement or for other purposes. Formore information about the Covered Fund, you should talk to your advisor and review the accompanyingprospectuses for the Covered Fund.

Provided that specified conditions are met, the Certificate provides for a guaranteed income over the remaininglife of the Certificate Owner (or, if these are joint Covered Persons, the remaining lives of both joint CoveredPersons), should the Covered Fund Value equal zero as a result of GAWs, the Guarantee Benefit Fee, certainother fees that are not directly associated with the Certificate or Group Contract (e.g., IRA or brokerage fees,advisory fees), and/or Covered Fund performance.

INVESTMENT OPTIONS—THE COVERED FUND

The Certificate provides protection relating to your Covered Fund by ensuring that, regardless of how yourCovered Fund(s) actually performs or the actual Covered Fund Value when you begin your GAWs for retirementor other purposes, you will receive predictable income payments for as long as you live so long as specifiedconditions are met.

In general, if you purchase shares of the Covered Fund, you are required to purchase the Certificate. Currently,you may elect to purchase the Certificate by completing the election form and purchasing the Covered Funddescribed below.

If you later decide that you do not want to maintain the Certificate, you will need to redeem all of your shares inthe Covered Fund in order to cancel the Certificate. You cannot remain invested in the Covered Fund withoutowning a Certificate.

You should note that the Company issues the Certificates, but the Company is not your investment adviser anddoes not provide investment advice to you in connection with the Certificate.

As described in more detail in the Covered Fund prospectus, in addition to the Guarantee Benefit Fee, there arecertain fees and charges associated with the Covered Fund, which may reduce your Covered Fund Value. Thesefees may include management fees, distribution fees, acquired fund fees and expenses, redemption fees,exchange fees, advisory fees, and/or administrative fees.

The following information about the Covered Fund is only a summary of important information you shouldknow. More detailed information about the Covered Fund’s investment strategies and risks are included in theCovered Fund’s prospectus. Please read that separate prospectus carefully before investing in the Covered Fund.

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MAXIM SECUREFOUNDATION® BALANCED ETF PORTFOLIO

The portfolio is designed for investors seeking a professionally designed asset allocation program to simplify theaccumulation of assets prior to retirement together with the potential benefit of the guarantee that may beprovided by the Certificate. The portfolio strives to provide shareholders with a high level of diversificationprimarily through both a professionally designed asset allocation model and professionally selected investmentsin underlying exchange-traded-funds (“ETFs”) (collectively, the “Underlying ETFs”). The intended benefit ofasset allocation is diversification, which is expected to reduce volatility over the long-term.

The portfolio is a “fund of ETFs” that pursues its investment objective by investing in other ETFs, includingUnderlying ETFs that may or may not be affiliated with the Maxim SecureFoundation® Balanced ETF Portfolio,cash and cash equivalents.

All Classes of the Covered Fund have a distribution or “Rule 12b-1” plan. The distribution plan provides for adistribution fee that is paid out of the class assets on an ongoing basis. Because the distribution fee is paid out ofthe class assets on an ongoing basis, over time these fees will increase the cost of your investment and may costyou more than paying other types of sales charges.




Under normal conditions, the portfolio will invest 50-70% of its net assets (plus the amount of any borrowingsfor investment purposes) in Underlying ETFs that invest primarily in equity securities and 30-50% of its netassets (plus the amount of any borrowings for investment purposes) in Underlying ETFs that invest primarily infixed income securities.

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We may, without the consent of you or the Group Contract Owner, offer new Covered Fund(s) or cease offeringCovered Fund(s). We will notify the Group Contract Owner whenever the Covered Fund(s) are changed. If wecease offering a Covered Fund in which you are invested, then you will be forced to Transfer the Covered FundValue to another Covered Fund. We will complete the allocations between Covered Fund(s) as disclosed in thenotice as of the effective date of the change. Such allocation will remain in effect until we receive a Request for adifferent allocation. This Transfer must be a same day Transfer between Covered Funds (i.e., shares of a CoveredFund are sold and shares of another Covered Fund are purchased on the same day). If it is not a same dayTransfer between Covered Funds, then this is considered an Excess Withdrawal. Excess Withdrawals could causethe Benefit Base of the Covered Fund(s) to be reduced to zero, which would generally cause your Certificate tobe canceled. In the event that we cease offering all of the Covered Funds, we will designate a new fund as aCovered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund, may result inan increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of1.5%.

ROLLOVERS AND ACCOUNT TRANSFERS

You may fund your investment in the Covered Fund(s) with proceeds rolled over or directly transferred from theCovered Fund(s) held in another Investment Portfolio to which a Great-West approved guaranteed lifetimewithdrawal product was issued. If you do so, your Benefit Base will equal your benefit base as it existed underyour prior guaranteed lifetime withdrawal product if you: (a) invest the rollover or Transfer proceeds covered bythe Great-West guaranteed lifetime withdrawal benefit product immediately prior to distribution in the CoveredFund(s); (b) invest in a Covered Fund approved by Great-West, except if you are in Settlement Phase; and(c) you Request the restoration of the benefit base as it existed under your prior Investment Portfolio. Tomaintain the same Benefit Base, you must be in the same Phase that you were in at the time of the rollover ortransfer after the rollover or Transfer is complete.

If you do not meet these requirements, a new Benefit Base will be established that is equal to your Covered FundValue as of the date of the rollover and your Guarantee Benefit fee will be calculated as a percentage of yourCovered Fund Value. Your Installments may change as a result of your rollover. Your GAW% before and afteryour rollover may not be the same. Before requesting your rollover you should make sure that it will bebeneficial to you.

Your new Covered Fund Value after the rollover or Transfer will initially equal the Covered Fund Value as of thedate of the rollover. We will calculate your Guarantee Benefit Fee as a specified percentage of your Benefit Base.Currently you may only rollover to the same fund.

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As stated previously in this prospectus, the Certificate has three phases: an “Accumulation Phase,” “GAWPhase,” and “Settlement Phase.” The Accumulation Phase is described in the following section of thisprospectus.

The Accumulation Phase is the period of time between the Certificate Election Date, which is the date yourCertificate is issued by Great-West, and the first day of the GAW Phase. During this Phase, you will establishyour Benefit Base which will be used later to determine, in part, the amount of your GAWs.

Covered Fund Value.

Your Covered Fund Value is the aggregate value of each Covered Fund held in your Investment Portfolio. If yourCovered Fund Value is reduced to zero as a result of Covered Fund performance, the Guarantee Benefit Fee,certain other fees that are not directly associated with the Certificate or Group Contract ( e.g., IRA or brokeragefees, advisory fees), and/or GAWs, we will make annual payments to you for the rest of your life. See TheSettlement Phase below.

Your Covered Fund Value is an actual cash value separate from your Benefit Base (which is only used tocalculate Installment Payments during the GAW Phase and the Settlement Phase). Your Covered Fund Value andyour Benefit Base may not be equal to one another.

We do not increase or decrease your Covered Fund Value. Rather, your Covered Fund Value is increased ordecreased in the same manner that all mutual fund values increase or decrease. For example, reinvesteddividends, settlements, and positive Covered Fund performance (including capital gains) will increase yourCovered Fund Value, and fees and expenses associated with the Covered Funds and negative Covered Fundperformance (including capital losses) will decrease your Covered Fund Value. If you elect not to reinvest alldividends, any divided payments from your Covered Fund will be considered an Excess Withdrawal.

Your Covered Fund Value will also increase each time you purchase additional fund shares, such as by making aCertificate Contribution, and will decrease each time you redeem shares, such as through payment of theGuarantee Benefit Fee or as a result of Distributions, Excess Withdrawals, Installments, and Transfers from aCovered Fund to another investment option offered under your Investment Portfolio (other than another CoveredFund).

Your Covered Fund Value is not affected by any Ratchet or Interest Rate Reset of the Benefit Base (describedbelow).

Benefit Base.

Your Benefit Base is separate from your Covered Fund Value. It is not a cash value. Rather, your Benefit Base isused to calculate Installment Payments during the GAW Phase and the Settlement Phase. Also, the GuaranteeBenefit Fee is a percentage of your Benefit Base. Your Benefit Base and your Covered Fund Value may not beequal to one another.

On your Certificate Election Date, the initial Benefit Base is equal to the gross sum of all CertificateContributions initially allocated to the Covered Fund(s). For example, when a front-end sales load or other salescharge is assessed on the Covered Fund, your initial Benefit Base will be the gross sum of all CertificateContributions, or the amount invested in the Covered fund prior to the deduction of the sales load, on theCertificate Election Date. If your initial Certificate Contribution is a rollover or transfer from another FinancialServices Provider, your Benefit Base may instead equal the benefit base you had under your prior InvestmentPortfolio. See Rollovers and Account Transfers above for more information. Each Covered Fund will have its

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own Benefit Base. A Covered Fund Benefit Base cannot be transferred to another Covered Fund unless werequire a Transfer as a result of the Covered Fund being eliminated or liquidated.

• We increase your Benefit Base on a dollar-for-dollar basis each time you make a CertificateContribution.

• We decrease your Benefit Base on a proportionate basis each time you make an Excess Withdrawal.

• On each Ratchet Date during the Accumulation Phase (described below), we will increase your BenefitBase to equal your current Covered Fund Value if your Covered Fund Value is greater than yourBenefit Base. (If so, your Benefit Base will then reflect positive Covered Fund performance.)


• The Benefit Base is used for purposes of calculating your Installment Payments during the GAW Phaseand the Settlement Phase and for purposes of calculating your Guarantee Benefit Fee during theAccumulation and GAW Phases. It has no other purpose. The Benefit Base does not provide and is notavailable as a cash value or settlement value.

• It is important that you do not confuse your Benefit Base with the Covered Fund Value.

• During the Accumulation Phase and the GAW Phase, the Benefit Base will be re-calculated each timeyou make a Certificate Contribution or Excess Withdrawal, as well as on an annual basis as describedbelow, which is known as your Ratchet Date.

Subsequent Certificate Contributions to Your Account.

During the Accumulation Phase, you may make additional Certificate Contributions to the Covered Fund(s) inaddition to your initial Certificate Contribution. Subsequent Certificate Contributions can be made by cashdeposit (subject to limitations under federal tax law), Transfers, or may include rollovers or transfers from otherInvestment Portfolios. Additional Certificate Contributions may not be made after the Accumulation Phase ends.Any subsequent Certificate Contribution is subject to any minimum investment imposed by the Covered Fund.Please see the Covered Fund prospectus for more information.

All additional Certificate Contributions made after the Certificate Election Date will increase the Benefit Basedollar-for-dollar on the date the Certificate Contribution is made. We will not consider the additional purchase ofshares of a Covered Fund through reinvested dividends, capital gains, and/or settlements to be a CertificateContribution. However, they will increase the Covered Fund Value.

Great-West reserves the right to refuse additional Certificate Contributions at any time and for any reason. Great-West will provide you with 30 days prior written notice if it determines not to accept additional CertificateContributions. If Great-West refuses additional Certificate Contributions, you will retain all other rights under theCertificate.


During the Accumulation Phase, a Ratchet Date is the anniversary of the GLWB Elector’s Certificate ElectionDate and each anniversary thereafter. On each Ratchet Date, we will evaluate your Benefit Base, and will adjustyour Benefit Base to equal the greater of:

• your current Benefit Base; or

• your current Covered Fund Value.

It is important to be aware that even though your Covered Fund Value may increase throughout the year due todividends, capital gains, or settlements from the underlying Covered Fund, the Benefit Base will not similarlyincrease until the next Ratchet Date. Unlike Covered Fund Value, your Benefit Base will never decrease solelydue to negative Covered Fund performance.

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Example of Ratchet Date Adjustments during the Accumulation Period


Benefit Base on Certificate Election Date (of January 2, 2013) = $100,000

Covered Fund Value on Certificate Election Date = $100,000

Increase in Covered Fund Value due to Dividends and Capital Gains paid July 1, 2013 = $5,000

Covered Fund Value on July 1, 2013 = $105, 000

Benefit Base on July 1, 2013 = $100,000

No other Certificate Contributions, Dividends, or Capital Gains are paid to the Account for the rest of theyear.

Covered Fund Value on January 2, 2014 = $105,000

So, because the Covered Fund Value is greater than the Benefit Base on the Ratchet Date (January 2, 2014),the Benefit Base is adjusted to $105,000 effective January 2, 2014.


Because the Certificate is held in your Investment Portfolio, you may make withdrawals or change yourinvestments at any time and in any amount that you wish, subject to any federal tax limitations. During theAccumulation Phase, however, any withdrawals or Transfers from your Covered Fund Value will be categorizedas Excess Withdrawals. Any withdrawals to satisfy your required distribution obligations under the Code (IRAowners only) will be considered an Excess Withdrawal if taken during the Accumulation Phase. If you elect notto reinvest all dividends, any divided payments from your Covered Fund will be considered an ExcessWithdrawal.

You should carefully consider the effect of an Excess Withdrawal on both the Benefit Base and the CoveredFund Value during the Accumulation Phase, as this may affect your future benefits under the Certificate. In theevent you decide to take an Excess Withdrawal, as discussed below, your Covered Fund Value will be reduceddollar-for-dollar in the amount of the Excess Withdrawal. The Benefit Base will be reduced at the time theExcess Withdrawal is made by the ratio of the Covered Fund Value after the Excess Withdrawal reduction isapplied. Accordingly, your Benefit Base could be reduced by more than the amount of the withdrawal.

Example of Effects of an Excess Withdrawal taken during the Accumulation Period


Covered Fund Value before the Excess Withdrawal adjustment = $50,000


Excess Withdrawal amount: $10,000

So,

Covered Fund Value after adjustment = $50,000 - $10,000 = $40,000

Covered Fund Value adjustment = $40,000/$50,000 = 0.80


Types of Excess Withdrawals.

A Distribution or Transfer during the Accumulation Phase is considered an Excess Withdrawal. If you elect notto reinvest all dividends, any divided payments from your Covered Fund will be considered an Excess

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Withdrawal. An Excess Withdrawal will reduce your Benefit Base and Covered Fund Value. A Distributionoccurs when money is paid to you from the Covered Fund Value. A Transfer occurs when you transfer money toor from one Covered Fund to another Covered Fund or another Investment Portfolio offered by the FinancialServices Provider. If you Transfer any amount out of a Covered Fund, then you will be prohibited from makingany Transfers into the same Covered Fund for at least ninety (90) calendar days.

Fees Associated with the Investment Portfolio.

The following are examples of fees that are not Excess Withdrawals:

• IRA fees, including fees of the custodian

• Advisory fees up to 1.5%—You may make a withdrawal of up to 1.5% of the Covered Fund Value topay for asset management or advisory service fees associated with the Investment Portfolio without thewithdrawal being considered an Excess Withdrawal.

The following are examples of fees that are Excess Withdrawals:

• Trading and transaction (e.g., bounced check or stop payment) fees associated with other assets in theInvestment Portfolio that are deducted from the Covered Fund Value

• Advisory fees in excess of 1.5%—If fees to pay for asset management of advisory services associatedwith the investment portfolio exceed 1.5% of the Covered Fund Value, and the entire amount of thefees are withdrawn from the Covered Fund Value, the amount withdrawn above the 1.5% limit will beconsidered an Excess Withdrawal and will reduce the Benefit Base as described above.

Note: The Certificate does not require us to warn you or provide you with notice regarding potentially adverseconsequences that may be associated with any withdrawals or other types of transactions involving your CoveredFund. You should carefully monitor your Covered Fund, any withdrawals from your Covered Fund, and anychanges to your Benefit Base. You may contact us at 1-877-925-0501 for information about your Benefit Base.


At the time of any partial or periodic Distribution, if the Covered Person is 591⁄2 years of age or older, you mayelect to begin the GAW Phase (as described below) and begin receiving GAWs at that time. If you choose not tobegin the GAW Phase, the Distribution will be treated as an Excess Withdrawal and will reduce your CoveredFund Value and your Benefit Base (as described above).

If the Covered Person is not yet 591⁄2 years old, then any partial or periodic Distribution will be treated as anExcess Withdrawal as described above.

Any Distribution made during the Accumulation Phase to satisfy any contribution limitation imposed underfederal law will be considered an Excess Withdrawal at all times. You should consult a qualified tax advisorregarding contribution limits and other tax implications.


(a) Qualified Certificates

If a GLWB Elector dies before the Initial Installment Date, the GLWB will terminate and the Covered FundValue shall be paid to the Beneficiary in accordance with the terms of the Investment Portfolio (unless anelection is made by a Spouse Beneficiary as provided below).

A Spouse Beneficiary may elect to become a new GLWB Elector and maintain the deceased GLWB Elector’scurrent Benefit Base (or proportionate share if multiple Beneficiaries) as of the date of death. A Spouse

15

Beneficiary may also establish a new Account with a new Benefit Base based on the current Covered Fund Valueon the date the Account is established. In either situation, the Spouse Beneficiary shall become a GLWB Electorand the Ratchet Date will be the date when his or her Account is established.

A non-Spouse Beneficiary cannot elect to maintain the current Benefit Base but may elect to establish a newGLWB. The Benefit Base and Certificate Election Date will be based on the current Covered Fund Value on thedate his or her Account is established.

(b) Nonqualified Certificates

If a GLWB Elector dies before the Initial Installment Date, the GLWB will terminate and the Covered FundValue shall be paid to the Beneficiary in accordance with the terms of the Investment Portfolio (unless anelection is made by a Spouse Beneficiary as provided in this section). A Spouse Beneficiary who was legallymarried to the deceased Certificate Owner under applicable Federal law as of the date of death may elect tobecome the sole Certificate Owner and may maintain the deceased GLWB Elector’s current Benefit Base as ofthe date of death. A Spouse Beneficiary also has the option to establish a new Account with a new Benefit Basebased on the current Covered Fund Value on the date the Account is established, in which case a new Certificatewill be issued to the Spouse. In either situation, the Spouse Beneficiary shall become the sole Certificate Owner,Covered Person and GLWB Elector, and the Ratchet Date will be the date when his or her Account isestablished.

For both Qualified and Nonqualified Certificates, the new GLWB Elector will be subject to all terms andconditions of the Certificate, Investment Portfolio and the Code, if applicable. Any election made by aBeneficiary is irrevocable.

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THE GAW PHASE

The GAW Phase begins when you elect to receive GAWs under the Certificate. The GAW Phase continues untilthe Covered Fund Value reaches zero and the Settlement Phase begins.

The GAW Phase cannot begin until all Covered Persons attain age 59 1⁄2. Further, for Qualified Certificates theIRA must be eligible to begin distributions under the Code. The Code generally permits distributions from IRAsat any time (subject to a penalty tax in some cases), as do most (but not all) IRAs. Installments will not beginuntil Great-West receives appropriate and satisfactory information about the age of the Covered Person(s) ingood order and in manner reasonably satisfactory to Great-West.

In order to initiate the GAW Phase, you must submit a written Request to Great-West. At that time, you mustprovide sufficient documentation in good order and in a manner reasonably satisfactory to Great-West for Great-West to determine the age of each Covered Person.

Because the GAW Phase cannot begin until all Covered Persons under the Certificate attain age 591⁄2, anyDistributions taken before then will be considered Excess Withdrawals and will be deducted from the CoveredFund Value and Benefit Base. See The Accumulation Phase for more information. No Certificate Contributionsmay be made to the Covered Fund(s) on and after the Initial Installment Date, which is the date that GAWsbegin.

Because of decreasing life expectancy as you age, in certain circumstances, the longer you wait to start takingGAWs, the less likely it is that you will benefit from your Certificate. On the other hand, the earlier you begintaking GAWs, the lower the GAW Percentage you will receive and therefore the lower your GAWs (if any) willbe. You should talk to your advisor before initiating the GAW Phase to determine the most financially beneficialtime for you to begin taking GAWs.

Installments.

It is important that you understand how the GAW is calculated because it will affect the benefits you receiveunder the Certificate. Once the GAW Phase has been initiated and the age of the Covered Person(s) is verified,we will determine the amount of the GAW.

To determine the amount of the GAW, we will compare the current Benefit Base to the current Covered FundValue on the Initial Installment Date. If the Covered Fund Value is greater than the Benefit Base, we willincrease the Benefit Base to equal the Covered Fund Value, and the GAW will be based on the increased BenefitBase amount.

During the GAW Phase, your Benefit Base may receive an annual adjustment. This adjustment is discussedbelow under Potential Annual Adjustments to Your GAW Amount, and, if applicable, will occur on your RatchetDate. Your Ratchet Date will become the anniversary of Initial Installment Date and will no longer be theanniversary of the Certificate Election Date as it was during the Accumulation Phase.

We use your Benefit Base to calculate the GAW you receive. However, even though the Benefit Base may beadjusted annually, your GAW% will not change unless there is an Interest Rate Reset of the GAW%. See TheGAW Phase—Annual Review of Your GAW% below.

It is important to note that Installments during the GAW Phase will reduce your Covered Fund Value on adollar-for-dollar basis, but they will not reduce your Benefit Base.


The GAW% is based in part on the age of the Covered Person(s) as of the date we calculate the first Installmentand the current 10-year Treasury Yield as of the previous weekly closing yield as of the last Business Day of the

17

week prior to beginning Installments. If there are two Covered Persons, the GAW% is based on the age of theyounger Covered Person and the Age Adjustment is multiplied by the Joint Withdrawal Adjustment of 0.90.

The GAW% for a Single Covered Person is calculated by multiplying the 10YR by the Age Adjustment, subjectto a minimum and maximum GAW%, based on the following schedule:

Age Band Adjustment FactorGAW%Minimum

GAW%Maximum

591⁄2 – 64 0.7 3.0% 5.6%65 – 69 1.0 4.0% 8.0%70 – 74 1.1 4.5% 8.3%75+ 1.2 5.0% 8.5%

For Joint Covered Persons, the same calculation is used based on the age of the youngest Covered Person but anadditional adjustment, the Joint Withdrawal Adjustment, of .90 is applied.

To calculate the GAW, we multiply the Benefit Base by the GAW%, based on the 10YR and the age of theyoungest Covered Person on the Initial Installment Date. The amount of the Installment equals the GAW dividedby the number of payments per year under the elected Installment Frequency Option, as described below.

Numerical Example of GAW Calculation

Scenario #1: 72 Year Old Single Covered Person10YR = 5.0%

Benefit Base = $80,00010 YR (5.0%) x Age Adjustment (1.10) = 5.5%GAW = $4,400 ($80,000 x 5.5%)

Scenario #2: 60 Year Old Single Covered Person10YR = 3.7%

Benefit Base = $80,00010 YR (3.7%) x Age Adjustment (.70) = 2.59%

If 2.59% is less than the applicable minimum GAW% the GLWB Elector will receive the applicableminimum GAW%;

The applicable minimum GAW% for a 60 year old is 3.0%.

Therefore, the GAW = $2,400 ($80,000 x 3.0%)

Numerical Example of GAW Calculation, Joint Covered Persons

Scenario #3: 68 Year Old Joint Covered Person with a 63 Year Old Spouse10YR = 6.0%

Benefit Base = $80,00010 YR (6.0%) x Age Adjustment (.70) x Joint Withdrawal Adjustment (.90) = 3.78%GAW = $3,024 ($80,000 x 3.78%)

Scenario #4: 71 Year Old Joint Covered Person with a 65 Year Old Spouse10YR = 3.0%


3.0% is less than the applicable minimum GAW% for a 65 year old Covered Person, so apply theminimum (4.0%), then apply the joint adjustment of 0.90

GAW = $2,880 ($80,000 x 4.0% x 0.90)

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On the Initial Installment Date, we compare the current Benefit Base to the current Covered Fund Value. If theCovered Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the CoveredFund Value, and the GAW will be based on the increased Benefit Base amount. See—Installments above.

Any election which affects the calculation of the GAW is irrevocable. Please consider all relevant factors whenmaking an election to begin the GAW Phase. For example, an election to begin receiving Installments based on asole Covered Person cannot subsequently be changed to joint Covered Persons once the GAW Phase hasbegun. Similarly, an election to receive Installments based on joint Covered Persons cannot subsequently bechanged to a sole Covered Person.


Your Installment Frequency Options are as follows:

(a) Annual—the GAW will be paid on the Initial Installment Date and each anniversary annually, or nextbusiness day, thereafter.

(b) Semi-Annual—half of the GAW will be paid on the Initial Installment Date and in Installments every 6month anniversary, or next business day, thereafter.

(c) Quarterly—one quarter of the GAW will be paid on the Initial Installment Date and in Installments every 3month anniversary, or next business day, thereafter.

(d) Monthly—one-twelfth of the GAW will be paid on the Initial Installment Date and in Installments everymonthly anniversary, or next business day, thereafter.

You may Request to change the Installment Frequency Option starting on each Ratchet Date during the GAWPhase.


At any time during the GAW Phase, if you are receiving Installments more frequently than annually, you mayelect to take a lump sum Distribution up to the remaining scheduled amount of the GAW for that year.

Numerical Example of Lump Sum Distribution


GAW = $4,800 with a monthly distribution of $400

Three monthly Installments have been made (3 x $400 = $1,200)

Remaining GAW = GAW—paid Installments to date = $4,800 - $1,200 = $3,600

So, a Lump Sum Distribution of $3,600 may be taken.


It is your responsibility to Request the suspension of the remaining Installments that are scheduled to be paidduring the year until the next Ratchet Date and to re-establish Installments upon the next Ratchet Date, ifapplicable. If you choose not to suspend the remaining Installments for the year, an Excess Withdrawal mayoccur. See—Effect of Excess Withdrawals During the GAW Phase described below.

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After receiving a Lump Sum Distribution and suspending Installments, you must notify Great-West that you wishto recommence Installment payments for the next year. Great-West must receive notice 30 calendar days beforethe next Ratchet Date that you wish to recommence payments; otherwise, Great-West will not make anyInstallments. The Ratchet Date will not change if Installments are suspended.

Annual Review of Your GAW%.

Once a year, on your Ratchet Date, we will review your GAW and may make an adjustment by increasing yourGAW amount. This adjustment, if applicable, will be made either by an Interest Rate Reset or by a Ratchet. Wefirst will determine whether an Interest Rate Reset is applicable. If an Interest Rate Reset is applicable, the GAWwill automatically increase to the higher GAW amount. We then will determine if a Ratchet is applicable andresults in a higher GAW. If neither calculation is applicable, then no adjustment to the GAW will be made.

Interest Rate Reset. For an Interest Rate Reset, we will calculate the GAW by multiplying the Covered FundValue (excluding any amount over $5,000,000) by the current 10YR, subject to the initial calculation, anddetermine if it is higher than the previous GAW. If so, we will adjust the GAW to the higher amount and willadjust the Benefit Base to equal the current Covered Fund Value. An adjustment to the Benefit Base will increaseor decrease the Benefit Base, and therefore, will increase or decrease the Guaranteed Benefit Fee. See GuaranteeBenefit Fee.

Ratchet. Just like the Accumulation Phase, we will compare the Covered Fund Value to determine if itexceeds the Benefit Base. If so, we will adjust the Benefit Base to equal Covered Fund Value.

Numerical Example #1: When Interest Rate Reset is More Beneficial than Ratchet:

On Initial Installment Date: 70 Year Old Single Covered PersonCovered Fund Value = $108,000Benefit Base = $120,00010 YR = 5%GAW% = 5.5% (10 YR of 5% x Age Adjustment of 1.10)GAW = $6,600 (GAW% of 5.5% x Benefit Base of $120,000)

On 5th Anniversary of InitialInstallment Date:

Customer is now a 75 Year Old Single Covered PersonCovered Fund Value = $90,000Current 10 YR = 7%

Interest Rate Reset: • GAW% = 7.7% (10 YR of 7.7% x Age Adjustment of 70 Year Old of1.10)

• Interest Rate Reset Calculation = $6,930 (GAW% of 7.7% x CoveredFund Value of $90,000)

• Since Interest Rate Reset calculation of $6,930 is higher than currentGAW of $6,600 then the new GAW = $6,930

Ratchet: • Ratchet Calculation = $4,950 (GAW% of 5.5% x Covered Fund Valueof $90,000)

• Since Ratchet Calculation is lower than the current GAW of $6,600 thenno Ratchet

Result: • NEW GAW = $6,930

• NEW BENEFIT BASE = $90,000

• NEW GAW% = 7.7%

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Numerical Example #2: When Ratchet is More Beneficial than Interest Rate Reset:

On Initial Installment Date: 70 Year Old Single Covered PersonCovered Fund Value = $108,000Benefit Base = $120,00010 YR = 5%GAW% = 5.5% (10 YR of 5% x Age Adjustment of 1.10)GAW = $6,600 (GAW% of 5.5% x Benefit Base of $120,000)


Customer is now a 75 Year Old Single Covered PersonCovered Fund Value—$140,000Current 10 YR = 4%

Interest Rate Reset: • GAW% = 4.4% (10 YR of 4% x Age Adjustment of 70 Year Old of1.10)


• Since Interest Rate Reset calculation of $6,160 is lower than currentGAW of $6,600 then the GAW = $6,600

Ratchet: • Ratchet Calculation = $7,700 (GAW% of 5.5% x CoveredFund Value of $140,000)

• Since Ratchet Value Calculation of $7,700 is higher than the currentGAW of $6,600 then the new GAW = $7,700

Result: • NEW GAW = $7,700

• NEW BENEFIT BASE = $140,000

• GAW% = 5.5% (no change)

Numerical Example #3: Neither Ratchet nor Interest Rate Reset is beneficial:

On Initial Installment Date: • 70 Year Old Single Covered Person

• Covered Fund Value = $108,000

• Benefit Base = $120,000

• 10 YR = 5%

• GAW% = 5.5% (10 YR of 5% x Age Adjustment of 1.10)

• GAW = $6,600 (GAW% of 5.5% x Benefit Base of $120,000)


• Customer is now a 75 Year Old Single Covered Person

• Covered Fund Value—$100,000

• Current 10 YR = 4.5%

Interest Rate Reset: • GAW% = 4.95% (10 YR of 4.5% x Age Adjustment of 70 Year Old of1.10)


• Since Interest Rate Reset calculation of $4,950 is lower than currentGAW of $6,600 then the GAW = $6,600

21

Ratchet • Ratchet Calculation = $5,500 (GAW% of 5.5% x Covered Fund Valueof $100,000)

• Since Ratchet Value Calculation of $5,500 is lower than the currentGAW of $6,600 then the GAW = $6,600

Result: • No Change: GAW, Benefit Base and GAW% stay the same as prioryear

• GAW = $6,7600 (no change)

• BENEFIT BASE = $120,000 (no change)

• GAW% = 5.5% (no change)


During the GAW Phase, to the extent a Distribution or Transfer causes total withdrawals in the year to exceed theGAW, an Excess Withdrawal will occur. An Excess Withdrawal will reduce your Benefit Base and CoveredFund Value. During the GAW Phase, if you Transfer any amount out of out of a Covered Fund, then you will beprohibited from making any Transfers to the same Covered Fund for at least ninety (90) calendar days.

Fees Associated with the Investment Portfolio.

You may make a withdrawal of up to 1.5% of the Covered Fund Value to pay for asset management or advisoryservice fees associated with the Investment Portfolio without the withdrawal being considered an ExcessWithdrawal. If these fees exceed 1.5% of the Covered Fund Value, and the entire amount of the fees arewithdrawn from the Covered Fund Value, to the extent the amount withdrawn is above the 1.5% limit and causestotal withdrawals in the year to exceed the GAW, the fees will be considered an Excess Withdrawal and willreduce the Benefit Base as described above.


After the Initial Installment Date, a Distribution or Transfer that is greater than the GAW will be considered anExcess Withdrawal. We will reduce the Benefit Base by the ratio of the new Covered Fund Value (after theExcess Withdrawal) to the previous Covered Fund Value before the Excess Withdrawal.


Numerical Example Effect of Excess Withdrawals During the GAW Phase


Covered Fund Value before GAW = $55,000

Benefit Base = $100,000GAW%: 5%GAW Amount = $100,000 x 5% = $5,000

Total annual withdrawal: $10,000

So,

Excess Withdrawal = $10,000 – $5,000 = $5,000Covered Fund Value after GAW = $55,000 – $5,000 = $50,000Covered Fund Value after Excess Withdrawal = $50,000 – $5,000 = $45,000Covered Fund Value Adjustment due to Excess Withdrawal = $45,000/$50,000 = 0.90Adjusted Benefit Base = $100,000 x 0.90 = $90,000Adjusted GAW Amount = $90,000 x 5% = $4,500

22

If the Certificate is held as part of your IRA, any withdrawals taken during the GAW Phase to meet requiredminimum distribution requirements, in the proportion of your Covered Fund Value to your overall IRA balance(and not taking into account any other IRAs you own), will be deemed to be within the contract limits for yourCertificate and will not be treated as Excess Withdrawals. The required minimum distribution shall not exceedthe required minimum distribution amount calculated under the Code and regulations issued thereunder as ineffect on the Certificate Date. In the event of a dispute about the required minimum distribution amount, ourdetermination will govern.

Note: The Certificate does not require us to warn you or provide you with notice regarding potentially adverseconsequences that may be associated with any withdrawals or other types of transactions involving your CoveredFund. You should carefully monitor your Covered Fund, any withdrawals from your Covered Fund, and anychanges to your Benefit Base. You may contact us at 1-877-925-0501 for information about your Benefit Base.


(a) Qualified Certificates

If a GLWB Elector Dies After the Initial Installment Date as a Single Covered Person

If the GLWB Elector dies after the Initial Installment date without a second Covered Person, the GLWB willterminate and no further Installments will be paid. If the death occurs before the Settlement Phase, the remainingCovered Fund Value shall be distributed to the Beneficiary in accordance with the terms of the InvestmentPortfolio. If permitted by the Investment Portfolio and the Code, if applicable, the GLWB Elector’s Beneficiarymay elect to become a GLWB Elector in which event an initial Benefit Base shall be established.

If a GLWB Elector Dies After the Initial Installment Date while Joint Covered Person is Living

Or

If a Joint Covered Person Dies After the Initial Installment Date while a GLWB Elector is Living

Upon the death of an GLWB Elector after the Initial Installment Date, and while the joint Covered Person is stillliving, the joint Covered Person/Beneficiary may elect to become a GLWB Elector (if permitted by the terms ofthe Investment Portfolio and the Code, if applicable) and he or she will acquire all rights under the Certificateand continue to receive GAWs based on the original GLWB Elector’s election. Installments may continue to bepaid to the surviving Covered Person based on the applicable GAW% for Joint Covered Persons. Installmentswill continue to be paid to the surviving Covered Person until his or her death and, upon death, the survivingCovered Person’s beneficiary will receive any remaining Covered Fund Value. Alternatively, he or she may electto receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect tobecome a GLWB Elector pursuant the terms of the Certificate. In either situation the Ratchet Date will be thedate when the Account is established.

(b) Nonqualified Certificates

If a GLWB Elector Dies After the Initial Installment Date as a Single Covered Person

If a GLWB Elector dies after the Initial Installment date without a second Covered Person, the GLWB willterminate and no further Installments will be paid. If the death occurs before the Settlement Phase, the remainingCovered Fund Value shall be distributed to the Beneficiary in accordance with the terms of the InvestmentPortfolio. If permitted by the Investment Portfolio and the Code, if applicable, the Beneficiary may elect to havea new Certificate issued with the Beneficiary as the sole Certificate Owner, Covered Person and GLWB Elector,in which event an initial Benefit Base shall be established.

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If a GLWB Elector Dies After the Initial Installment Date while Joint Covered Person is Living

Or

If a Joint Covered Person Dies After the Initial Installment Date while a GLWB Elector is Living

In the case of a Nonqualified Certificate, upon the death of a GLWB Elector after the Initial Installment Date,and while a Joint Covered Person on the date of death who is also a Spouse is still living, the surviving CoveredPerson may elect to become the sole Certificate Owner, Covered Person and GLWB Elector (if permitted by theterms of the Investment Portfolio and the Code, if applicable), and he or she will acquire all rights under theCertificate and continue to receive GAWs based on the original Certificate Owner/GLWB Elector’s election.Installments may continue to be paid to the surviving Covered Person based on the applicable GAW% for JointCovered Persons. Installments will continue to be paid to the surviving Covered Person until his or her death and,upon death, the surviving Covered Person’s beneficiary will receive any remaining Covered Fund Value if suchdeath occurs before the Settlement Phase. Alternatively, the surviving Covered Person may elect to receive his orher portion of the Covered Fund Value as a lump sum Distribution. In either situation the Ratchet Date will bethe date when the Account is established.

For both Qualified and Nonqualified Certificates, the new GLWB Elector will be subject to all terms andconditions of the Certificate, Investment Portfolio and the Code, if applicable. Any election made by aBeneficiary is irrevocable.

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The Settlement Phase begins when the Covered Fund Value has been reduced to zero as a result of negativeCovered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with theCertificate or Group Contract (e.g., IRA or brokerage fees, advisory fees), and/or GAWs, but the Benefit Base isstill positive. It is also important to understand that the Settlement Phase is the first time that we use our ownmoney to make Installments to you. During the GAW Phase, the GAWs are made first from your owninvestment.

Installments continue for your life under the terms of the Certificate, but all other rights and benefits under theCertificate will terminate. Installments will continue in the same frequency as previously elected, and cannot bechanged during the Settlement Phase. If the Covered Fund Value is less than the amount of the final Installmentin the GAW Phase, Great-West will pay the Installment within 7 days from the Installment Date. Distributionsand Transfers are not permitted during the Settlement Phase.

During the Settlement Phase, the Guarantee Benefit Fee will not be deducted from the Certificate or from theInstallments.

When the last Covered Person dies during the Settlement Phase, the Certificate will terminate and noInstallments will be paid to the Beneficiary.

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EXAMPLES OF HOW THE CERTIFICATEWORKS


• All Certificate Contributions are assumed to be at the end of the year and occur immediately before thenext Ratchet Date.


• All positive investment performance of the Covered Fund is assumed to be net of investmentmanagement fees.

• In all of the examples, you have access to your Covered Fund Value until it is depleted:

• If you die before the Covered Fund Value is depleted, the remaining Covered Fund Value wouldbe available to your Beneficiary.

• If you need to take a withdrawal in excess of your GAW, you may take up to the Covered FundValue, which will be considered an Excess Withdrawal.

Example 1—Basic: Assume you buy the Certificate at age 65 and start taking GAWs in annual Installmentsimmediately. Also, assume that the Covered Fund Value (net of investment management fees) decreases by 10%in the first two years and increases by 5% every year thereafter.

Details:



• 10 Year Treasury Yield at time withdrawals start: 5%

• GAW Percent: 5%

• GAW Amount: $500,000 x 5% = $25,000

• Guarantee Benefit Fee: 1.00% of Benefit Base


• Year 1: -10%, Year 2: -10%, Years 3+: 5%

Result:

• You annually withdraw $25,000 from your Covered Fund until age 83 when the Covered Fund isdepleted as a result of your Guaranteed Annual Withdrawal and the Guarantee Benefit Fee:

• Starting at age 84, we continue to pay Installments of $25,000 each year for your life.

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Illustration:

Benefit Projection

-

100,000

200,000

300,000

400,000

500,000

600,000

65 70 75 80 85 90 95 100Age

Co

vere

d F

un

d V

alu

e

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Wit

hd

raw

al


Example 2—Ratchet: Assume you buy the Certificate at age 55 and start taking GAWs in annual Installments atage 65. Also, assume that the Covered Fund Value (net of investment management fees) increases by 5% in years1 through 7, decreases by 10% in years 8 through 11, and increases by 5% thereafter.

Details:




• GAW Percent: 5%



• Years 1 through 7: 5%, Years 8 through 11: -10%, Years 12+: 5%

Result:

• Positive Covered Fund performance through year 7 results in a Covered Fund Value of $657,144 onyour Ratchet Date.

• Your Benefit Base Ratchets to $657,144.

• Covered Fund Value at the beginning of year 10 is $461,932, but GAWs are based on the Benefit Base,which is $657,144.

• GAWs are $657,144 x 5% = $32,857.

• You annually withdraw $32,857 from your Covered Fund until about age 78 when the Covered Fund isdepleted:

• At age 78, your Covered Fund Value is $26,470.

• You withdraw the $26,470 which depletes the Covered Fund and you are now in SettlementPhase. We provide the remaining $6,387 necessary to make the Installment $32,857.

• We continue to pay Installments of $32,857 each year for your life.

27

Illustration:

Benefit Projection

-

100,000

200,000

300,000

400,000

500,000

600,000

700,000

55 60 65 70 75 80 85 90

Age

Co

vere

d F

un

d V

alu

e

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Wit

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raw

al


Example 3—Additional Certificate Contributions: Assume you buy the Certificate at age 55 and you makeannual Certificate Contributions of $2,500 until you start taking GAWs in annual Installments at age 65. Also,assume that the Covered Fund Value (net of investment management fees) decreases by 5% in years 1 through 10and increases by 5% thereafter.

Details:



• Additional Annual Certificate Contributions until GAWs Begin: $2,500


• GAW Percent: 5%



• Years 1 through 10: -5%, Years 11+: 5%

Result:

• Poor Covered Fund performance in years 1 through 10 results in a Covered Fund Value of $279,097 atthe end of year 10.

• Your Benefit Base at the end of year 10 is $525,000 as a result of the additional CertificateContributions in years 1 through 10.

• GAWs are $525,000 x 5% = $26,250.

• You annually withdraw $26,250 from your Covered Fund until about age 76 when the Covered Fund isdepleted:

• At age 76, your Covered Fund Value is $9,806.

• You withdraw the $9,806 which depletes the Covered Fund and you are now in SettlementPhase. We provide the remaining $16,444 necessary to make the Installment $26,250.


28

Illustration:

Benefit Projection

-

100,000

200,000

300,000

400,000

500,000

600,000

55 60 65 70 75 80 85 90Age

Co

vere

d F

un

d V

alu

e

-

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Wit

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raw

al



After you purchase your Certificate, you are required to pay the Guarantee Benefit Fee. The current GuaranteeBenefit Fee is set forth in your Certificate, and is a percentage of the GLWB Elector’s Benefit Base as of the dateof deduction. We will deduct the Guarantee Benefit Fee quarterly in arrears as a separate charge from yourCovered Fund Value by having your Financial Services Provider redeem the number of fund shares of yourCovered Fund(s) equal to the Guarantee Benefit Fee. The redemption proceeds will then be remitted to us aspayment of the Guarantee Benefit Fee. The first Guarantee Benefit Fee calculated will be pro-rated based on theportion of the quarter of the Certificate Election Date.

We reserve the right to change the frequency of the deduction, but will notify the GLWB Elector and the GroupContract Owner in writing at least thirty (30) calendar days before the change. Because your Benefit Base maynot exceed $5,000,000, we will not charge the Guarantee Benefit Fee on an amount of your Covered Fund Valuethat exceeds $5,000,000. Upon termination of the Certificate, a final pro-rated Guarantee Benefit Fee will bededucted based on the portion of the last quarter that the GLWB Certificate was in effect.

Currently the Guarantee Benefit Fee is 1.00% and is subject to a minimum of 0.70% and a maximum of1.50%. This is the guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for yourCertificate. We may change the current fee within this minimum and maximum range at any time upon thirty(30) days written notice to you. We determine the Guarantee Benefit Fee based on observations of a number ofexperience factors, including, but not limited to, interest rates, volatility, investment returns, expenses, mortality,and lapse rates. We reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason,whether or not these experience factors change (although we will never increase the fee above the maximum ordecrease the fee below the minimum). We do not need the happening of any event before we may change theGuarantee Benefit Fee.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial,and other services, and charges imposed by the mutual funds in which you invest.


Example of how the Guarantee Benefit Fee is Computed (Covered Fund Value is Less Than Benefit Base)

Date: 1/31/2013

Covered Fund Value = $100,000Benefit Base = $125,000

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Guarantee Benefit Fee = 1.00% x Benefit Base / 4Guarantee Benefit Fee = 1.00% x $125,000 / 4 = $312.50


Example of how the Guarantee Benefit Fee is Computed (Covered Fund Value is Greater ThanBenefit Base)

Date: 1/31/2013



The Guarantee Benefit Fee compensates us for the costs and risks we assume for providing the Certificate(including marketing, administration, and profit).

If we do not receive the Guarantee Benefit Fee (except during Settlement Phase), including as a result of thefailure of your Financial Services Provider to submit it to us, the Certificate will terminate as of the date that thefee is due. However, if your Financial Services Provider is an affiliate of Great-West, a failure of your FinancialServices Provider to submit the Guarantee Benefit Fee to us will not result in the termination of the Certificate.

Will you pay the same amount (in dollars) for the Withdrawal Guarantee every quarter?

Example 1: Covered Fund Value Declines, but Guarantee Benefit Fee does not change

Date: 1/31/2013



Date: 4/30/2013



Note: in this example, the Guarantee Benefit Fee stays the same even though Covered Fund Valuedeclined. This could be the result of negative Covered Fund performance.

Example 2: Covered Fund Value Increases, but Guarantee Benefit Fee does not change

Date: 1/31/2013



Date: 4/30/2013

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Note: in this example, the Guarantee Benefit Fee stays the same even though the Covered Fund Valueincreased.

Example 3: Covered Fund Value Increases causing a Ratchet, Guarantee Benefit Fee increases

Date: 1/31/2013



Ratchet Date: 2/15/2013


Date: 4/30/2013


Guarantee Benefit Fee = 1.00% x Benefit Base / 4Guarantee Benefit Fee = 1.00% x $130,000 / 4 = $325

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DIVORCE PROVISIONS UNDER THE CERTIFICATE

To comply with applicable tax law, the provisions under the Certificate regarding divorce are different dependingon whether the Certificate is a Qualified Certificate or a Nonqualified Certificate.

Divorce provisions for Qualified Certificates

(a) Divorce During the Accumulation Phase

If a Decree is issued of the Code during the Accumulation Phase, Great-West will make payment(s) to theAlternate Payee and/or establish an Account on behalf of the Alternate Payee named in the Decree. The AlternatePayee is responsible for submitting a Request to begin Distributions in accordance with the Code.

If the Alternate Payee named in the Decree is the GLWB Elector’s Spouse during the Accumulation Phase, he orshe may elect to become a GLWB Elector and either (a) maintain the current Benefit Base of the previousGLWB Elector, divided pursuant to the terms of the Decree; or (b) establish a new Benefit Base based on thecurrent Covered Fund Value on the date his or her Account is established. The Alternate Payee will continue as aGLWB Elector. If the Alternate Payee elects to maintain the current Benefit Base, the Benefit Base will bedivided between the GLWB Elector and the Alternate Payee in the same proportion as their respective CoveredFund Values pursuant to the terms of the Decree In either situation, the Alternate Payee’s Certificate ElectionDate shall be the date the Account is established.

A non-Spouse Alternate Payee cannot elect to maintain the current Benefit Base, or proportionate share, but mayelect to establish a new GLWB. The Benefit Base and Certificate Election Date will be based on the currentCovered Fund Value on the date his or her Account is established.

To the extent that the Alternate Payee becomes a GLWB Elector, she or he will be subject to all terms andconditions of the Certificate. Any election made by the Alternate Payee pursuant to this section is irrevocable.

(b) Divorce During the GAW Phase

If a Decree is issued during the GAW Phase, Great-West will make payment to the Alternate Payee and/orestablish an Account on behalf of the Alternate Payee named in a Decree approved during the Withdrawal Phase.The Alternate Payee shall be responsible for submitting a Request to begin Distributions in accordance with theCode.

Pursuant to the instructions in the Decree, if there is a single Covered Person, the Benefit Base and GAW will bedivided in the same proportion as their respective Covered Fund Values as of the effective date of the Decree.The GLWB Elector may continue to receive the proportional GAWs after the accounts are split. If the AlternatePayee is the GLWB Elector’s Spouse, he or she may elect to receive his or her portion of the Covered FundValue as a lump sum Distribution or can separately elect to become a GLWB Elector.

Pursuant to the instructions in the Decree, if there are two Covered Persons, the Benefit Base and GAW will bedivided in the same proportion as their respective Covered Fund Values as of the effective date of the Decree.The GLWB Elector may continue to receive the proportional GAWs after the accounts are split, based on theamounts calculated pursuant to the joint Covered Person GAW%. If the Alternate Payee is the GLWB Elector’sSpouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distributionor can separately elect to continue proportionate GAWs in the Withdrawal Phase based on the amountscalculated pursuant to the applicable joint Covered Persons GAW% after the accounts are split. A newInstallment Anniversary Date will be established for the Alternate Payee on the date the Accounts are split.

In the alternative, the Alternate Payee may establish a new GLWB in the Accumulation Phase with the BenefitBase based on the current Covered Fund Value on the date his or her Account is established.

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To the extent that the Alternate Payee becomes a GLWB Elector, he or she will be subject to all terms andconditions of the Certificate, the terms of the IRA and the Code. Any election made by the Alternate Payeepursuant to this section is irrevocable.

(c) Divorce During the Settlement Phase

If a Request in connection with a Decree is approved during the Settlement Phase, Great-West will divide theInstallment pursuant to the terms of the Decree. Installments will continue pursuant to the lives of each payee.

Divorce provisions for Nonqualified Certificates

(a) Divorce During the Accumulation Phase

If the Account is transferred or split pursuant to a settlement agreement or a court-issued divorce decree beforethe Initial Installment Date, the Certificate Owner(s) must immediately notify Great-West and provide anyrequired information.

If the former Spouse of the Certificate Owner becomes the sole Owner of the Account by a settlement agreementor a court-issued divorce decree, the Certificate Owner may request that the Certificate be reissued with theformer Spouse as the sole Certificate Owner, Covered Person and GLWB Elector; otherwise the Certificate willbe terminated. If the Certificate is so reissued, the current Benefit Base will be maintained.

If the Account is divided between the Certificate Owner and the Certificate Owner’s former Spouse by asettlement agreement or a court-issued divorce decree, the Certificate Owner(s) may request: (a) for theCertificate to be reissued as one new Certificate with one of the former Spouses as sole Certificate Owner,Covered Person and GLWB Elector; or (b) for the Certificate to be reissued as two new Certificates, each withone of the former Spouses as Certificate Owner, Covered Person and GLWB Elector; otherwise, the Certificatewill be terminated.

If the Certificate is reissued as one new Certificate, the Benefit Base will be proportionate to the share of theCovered Fund Value allocated to the former Spouse as of the date of reissuance. If the Certificate is reissued astwo new Certificates, the Benefit Base will be divided in the same proportion as the respective Covered FundValues as of the date of reissuance.

Any election made by the Spouse Beneficiary pursuant to this section is irrevocable.

(b) Divorce During the GAW Phase

If the Account is transferred or split pursuant to a settlement agreement or a court-issued divorce decree after theInitial Installment Date but before the Settlement Phase, the Certificate Owner(s) must immediately notify Great-West and provide any required information.

If the former Spouse of the Certificate Owner becomes the sole Owner of the Account, the Certificate Owner(s)may request that the Certificate be reissued as a new Certificate with the former Spouse as the sole CertificateOwner, Covered Person and GLWB Elector; otherwise the Certificate will be terminated and any remainingCovered Fund Value shall be distributed to the former Spouse of the Certificate Owner in accordance with theterms of the Investment Portfolio. If the Certificate is reissued, the current Benefit Base will be maintained. Anew GAW will be computed pursuant to the terms of the Certificate if and when the new Certificate Ownerbecomes eligible and elects to receive the GAW. A new Ratchet Date will be established for the new CertificateOwner on the date the new Certificate is issued.

If the Account is divided between the Certificate Owner and the Certificate Owner’s former Spouse, theCertificate Owner(s) may request: (a) for the Certificate to be reissued as one new Certificate with one of the

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former Spouses as Certificate Owner, Covered Person and GLWB Elector; or (b) for the Certificate to bereissued as two new Certificates, each with one of the former Spouses as Certificate Owner, Covered Person andGLWB Elector; otherwise, the Certificate will be terminated.

If the Certificate is reissued as one new Certificate, the Benefit Base will be proportionate to the CertificateOwner’s share of the Covered Fund Value as of the date of reissuance. If the Certificate is reissued as two newCertificates, the Benefit Base will be divided in the same proportion as the respective Covered Fund Values as ofthe date of reissuance.

The GAWs will be calculated based on the applicable Single Covered Person GAW% after the Accounts aresplit, and new Ratchet Dates will be established for each Certificate on the date the Accounts are split. In thealternative, the former Spouse of the Certificate Owner may establish a new GLWB in the Accumulation Phasewith the Benefit Base based on the current Covered Fund Value on the date his or her Account is established.

Any election made by the Spouse pursuant to this section is irrevocable.

(c) Divorce During the Settlement Phase

If a Request is made in connection with a divorce, Great-West will divide the Installment pursuant to the terms ofany settlement or divorce decree, but Installments will not continue beyond the date on which they wouldterminate had the divorce not occurred.

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If you elect to annuitize, if permitted by the terms of your Investment Portfolio, prior to the Initial InstallmentDate, the Certificate will terminate for those Covered Fund assets and the Guarantee Benefit Fee will not berefunded. Thereafter, the Certificate shall no longer be applicable with respect to amounts in the annuity paymentoption.

The amount to be applied to an annuity payment option is: (i) the portion of the Account value elected by GLWBElector, less (ii) Applicable Tax, if any, less (iii) any fees and charges described in the Certificate. The minimumamount that may be applied under the elected annuity option is $5,000. If any payments to be made under theelected annuity payment option will be less than $50, Great-West may make the payments in the most frequentinterval that produces a payment of at least $50.

Great-West will issue a certificate or other statement setting forth in substance the benefits, rights, and privilegesto which such person is entitled under the Group Contract, to each Annuitant describing the benefits payableunder the elected annuity payment option.


An Annuitant is required to elect an annuity payment option. The Annuitant must Request an annuity paymentoption or change an annuity payment option no later than 30 days prior to the Annuity Commencement Dateelected by the GLWB Elector.

To the extent available under the Investment Portfolio, the annuity payment options are:






• Any other form of annuity payment permitted under the Investment Portfolio, if acceptable to Great-West.

The annuity option that will always be available is the Income for Single Life Only Annuity. If this annuityoption is elected, Great-West will make payments to the Annuitant at a frequency specified in the annuitycertificate or other statement for the duration of the Annuitant’s lifetime. Payments will cease pursuant to theterms of the certificate or other statement.

Annuity purchase rates will be the same rates that are available for a Single Premium Immediate Annuitycurrently offered by Great-West at the time of annuitization.

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TERMINATION OF THE GROUP CONTRACT

The Certificate may be terminated if the Group Contract is terminated, as described below.

Either Great-West or the Group Contract Owner may terminate the Group Contract with advance written noticeto the other party. The Group Contract termination date shall be the seventy-fifth (75th ) or next Business Dayafter the date written notice is received in the Administrative Offices in good order. Prior to the Group Contracttermination date, Great-West and the Group Contract Owner may agree to an alternate Group Contracttermination date.

If the Group Contract Owner Terminates the Group Contract.

Under the terms of the Group Contract, the Group Contract Owner may terminate the Group Contract. In thisevent, all benefits, rights, and privileges provided by the Group Contract, including without limitation theCertificate, shall terminate. We will not refund the Guarantee Benefit Fee upon termination of the GroupContract. However, the Group Contract Owner has agreed not to exercise its right to terminate the GroupContract.

Further, your rights under the Group Contract and the Certificate will automatically terminate if: (i) yourFinancial Services Provider discontinues the use of the Covered Fund and a rollover or transfer is not applicable;(ii) Great-West is unable to collect the Guarantee Benefit Fee; or (iii) Great-West cannot effectively administerthe Contract. If the Contract is automatically terminated, the termination will be treated as though the GroupContract Owner, rather than Great-West, terminated the Contract.

If Great-West Terminates the Group Contract.

If Great-West terminates the Group Contract, such termination will not adversely affect the Certificate Owner’srights under the Group Contract, except that additional Certificate Contributions may not be invested in theCovered Fund(s) other than reinvested dividends and capital gains. You will still be obligated to pay theGuarantee Benefit Fee.

Other Termination.

In addition, your rights under the Group Contract and the Certificate terminate if you terminate your InvestmentPortfolio, such as by making a full distribution of all of the assets in the Investment Portfolio, or move yourInvestment Portfolio to a provider that does not offer the Certificate. We will not refund the Guarantee BenefitFee upon termination of the Investment Portfolio.

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TERMINATION OF THE CERTIFICATE

The Certificate will terminate upon the earliest of:

a. the date of death of a GLWB Elector during the Accumulation Phase (unless an election is made by aBeneficiary who is the Spouse of the GLWB Elector to continue the Certificate); or

b. the date of death of the Certificate Owner after the Initial Installment Date if there is no surviving CoveredPerson; or


d. the date that you cancel the Certificate as a result of reducing the Covered Fund Value or the Benefit Base tozero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the GuaranteeBenefit Fee; or

e. the date the Group Contract is terminated by the Group Contract Owner; or

f. the date that we do not receive the Guarantee Benefit Fee (except during the Settlement Phase, when no feeis due); or

g. the date that you annuitize some or all of the Covered Fund assets (the Certificate will terminate only withrespect to the Covered Fund assets that are annuitized).

We will not provide Certificate Owners with notice prior to termination of the Certificate and the GuaranteeBenefit Fee will not be refunded upon termination of the Certificate.

If the Group Contract has terminated, we will not accept any additional Certificate Contributions. If the GroupContract has not terminated, but the Certificate has terminated, then we will treat any new CertificateContribution to a Covered Fund as a new election and will issue a new Certificate. We will calculate the BenefitBase based on the current Covered Fund Value on the date the new Certificate is established.

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Periodic Communications to Certificate Owners.

Account statements will be provided to you periodically by your Financial Services Provider, or its designatedthird party.

Amendments to the Group Contract and Certificate.

The Group Contract and Certificate may be amended to conform to changes in tax or other law, includingapplicable regulations and rulings without the consent of the Certificate Owner or any person or to accommodatedesign changes. Amendments (if any) to accommodate design changes will be applicable only with respect topurchasers of new Certificates, unless the Company reasonably determines the change would be favorable for allexisting Certificate Owners. We will provide notice and a copy of any such modification to the Certificate Owneras soon as reasonably practicable. Changes in the Group Contract and Certificate may need to be approved by thestate insurance departments. The consent of the Group Contract Owner and/or Certificate Owner to anamendment will be obtained to the extent required by law.

Successor Trustee.

We have entered into a Trust Agreement with the Group Contract Owner to establish and maintain a Trust for thepurpose of making the guarantee available on a group basis and to obtain coverage on a group basis. The GroupContract Owner serves as the trustee. Pursuant to the terms of the Trust Agreement, the Group Contract Ownermay not terminate the Trust until a successor trustee is named. If a successor trustee is named and the Trust isterminated, the Certificate Owner will not lose his or her rights under the Certificate.

Assignment.

The interests of the Certificate Owner in the Certificate may not be transferred, sold, assigned, pledged, charged,encumbered, or, in any way, alienated.

Cancellation.

Once you purchase the Certificate, you can cancel your Certificate by causing the Covered Fund Value or theBenefit Base to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or byfailing to pay the Guarantee Benefit Fee. However, if the Excess Withdrawal(s) occurs as a result of a same dayTransfer between Covered Funds (i.e., shares of a Covered Fund are sold and shares of another Covered Fund arepurchased on the same day), then your Certificate will not be canceled even if the Benefit Base of the CoveredFund(s) is reduced to zero.

Misstatements.

We may require adequate proof of the age and death of the Annuitant, GLWB Elector or Covered Person(s)before processing a Request for GAWs and annuity payments. If the age of the Annuitant, GLWB Elector orCovered Person(s) has been misstated, the Installment or annuity payment established for him or her will bemade on the basis or his or her correct age.

Any correction required due to misstatements may be corrected by Great-West, including increasing ordecreasing future payments, in accordance with applicable law.

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Many financial services companies, including insurance companies, have been facing challenges in thisunprecedented market environment, and we are not immune to those challenges. We know it is important for youto understand how these events may affect our ability to meet guarantees that may be provided under yourCertificate. The Certificate is not a separate account product, which means that no assets are set aside in asegregated or “separate” account to satisfy all obligations under the Certificates. Installments during SettlementPhase (if any) will be paid from our general account and, therefore, are subject to our claims paying ability. Weissue other types of insurance policies and financial products as well, such as group variable annuities offeredthrough retirement plans, term and universal life insurance, funding agreements, funding agreements backingnotes and guaranteed investment contracts (“GICs”), and we also pay our obligations under these products fromour assets in the general account. In the event of an insolvency or receivership, payments we make from ourgeneral account to satisfy claims under the contract would generally receive the same priority as our otherpolicyholder obligations.

As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves inorder to meet all the contractual obligations of our general account to our contract owners. In order to meet ourclaims-paying obligations, we regularly monitor our reserves to ensure we hold sufficient amounts to coveractual or expected contract and claims payments. In addition, we actively hedge our investments in our generalaccount. However, it is important to note that there is no guarantee that we will always be able to meet our claimspaying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which actsas a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in theinsurer’s operations. These risks include those associated with losses that we may incur as the result of defaultson the payment of interest or principal on our general account assets, which include bonds, mortgages, generalreal estate investments, and stocks, as well as the loss in value of these investments resulting from a loss in theirmarket value.

How to Obtain More Information.We encourage both existing and prospective Owners to read and understandour financial statements. We prepare our financial statements on both a statutory basis and according toGenerally Accepted Accounting Principles (GAAP). If you would like a free copy of our financial statementsfiled on Form 10-K for the year ended December 31, 2011, call (877) 925-0501 or write to the AdministrativeOffice. In addition, our financial statements filed on Form 10-K for the year ended December 31, 2011 areavailable on the SEC’s website at http://www.sec.gov. You may obtain our statutory annual statement that may beavailable by visiting our website at www.greatwest.com.

You also will find on our website information on ratings assigned to us by one or more independent ratingorganizations. These ratings are opinions of an operating insurance company’s financial capacity to meet theobligations of its insurance and annuity contracts based on its financial strength and/or claims-paying ability.

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TAXATION OF THE CERTIFICATE

The following is a general discussion based on our interpretation of current United States federal income taxlaws. This discussion does not address all possible circumstances that may be relevant to the tax treatment of aparticular Certificate Owner. In general, this discussion does not address the tax treatment of transactionsinvolving investment assets held in your IRA except insofar as they may be affected by the holding of aCertificate. Further, it does not address the consequences, if any, of holding a Certificate under applicable federalestate tax laws or state and local income and inheritance tax laws. You should also be aware that the tax lawsmay change, possibly with retroactive effect. You should consult your own tax advisor regarding the potential taximplications of purchasing a Certificate in light of your particular circumstances.

In General.

The Certificate is a novel and innovative instrument. While the Internal Revenue Service (“IRS”) recently issuedfavorable private letter rulings (“PLRs”) concerning products similar to the Certificate issued by otherinsurance companies, these rulings are not binding on the IRS with respect to the Certificate. Due to factualdifferences between the Certificate and the products involved in the PLRs, and their non-precedential nature, theanalysis and rulings in the PLRs may not reflect the IRS’s current position with respect to the tax treatment of aCertificate or the effect (if any) of the purchase of a Certificate on the on the tax treatment of any transactions inyour Account, or that a court will agree with our interpretations if the IRS challenges them. Please consult yourown qualified tax advisor regarding the potential tax consequences of the Certificate in your particularcircumstances.

Different tax rules apply to Qualified Certificates and Nonqualified Certificates, and the tax rules applicable toQualified Certificates vary according to the type of IRA and the terms and conditions of the plan.

Qualified Certificates.

If you purchase the Certificate to hold in an IRA account, the terms and conditions below will apply to yourCertificate.

A Certificate may be used only with traditional IRAs and Roth IRAs (collectively, “IRAs”). A Certificate may bepurchased by an IRA, including a brokerage account held under that IRA. A Certificate is not available as anIndividual Retirement Annuity or for use with any other type of tax-qualified retirement plan.

The tax rules applicable to Certificates vary according to the type of IRA and the terms and conditions of theIRA. Adverse tax consequences may result if you do not ensure that contributions, distributions and othertransactions with respect to the Certificate comply with the law. No attempt is made here to provide more thangeneral information about the use of the Certificate with the IRA. Owners of IRAs, as well as beneficiaries, arecautioned that the rights of any person to any benefits under such IRA may be subject to the terms and conditionsof the IRA itself or limited by applicable law, regardless of the terms and conditions of the Certificate.

A Certificate is available only with respect to the IRA for which the Certificate is purchased.

• A Certificate is intended for purchase only by the trustee or custodian of an IRA.

• We are not responsible for determining whether a Certificate complies with the terms and conditionsof, or applicable law governing, any IRA. You are responsible for making that determination.Similarly, we are not responsible for administering any applicable tax or other legal requirementsapplicable to your IRA. You or a service provider for your IRA is responsible for determining thatdistributions, beneficiary designations, investment restrictions, charges and other transactions under aCertificate are consistent with the terms and conditions of your IRA and applicable law.

• If your Spouse is a joint Covered Person, your Spouse must be your sole beneficiary under your IRA.

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• IRAs may be subject to required minimum distribution rules. Withdrawals during the GAW Phase fromyour Covered Fund Value taken to meet required minimum distribution requirements, in the proportionof your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAsyou own), will be deemed to be within the contract limits for your Certificate and will not be treated asExcess Withdrawals. The required minimum distribution shall not exceed the required minimumdistribution amount calculated under the Code and regulations issued thereunder as in effect on theCertificate Date. In the event of a dispute about the required minimum distribution amount, ourdetermination will govern.

• IRAs can be terminated. You generally can choose to discontinue your own IRA, and either receive adistribution from the IRA or transfer it to another IRA provider. Also, most IRA providers reserve theright to resign from the IRA; if that happens, in most cases you can choose to have your IRA eitherdistributed to you or transferred to another IRA provider. If your IRA is either distributed to you ortransferred to another IRA provider that does not offer the Certificate, you will cause your Certificateto terminate.

Numerous changes have been made to the income tax rules governing IRAs as a result of legislation enactedduring the past several years, including rules with respect to: maximum contributions, required distributions,penalty taxes on early or insufficient distributions, and income tax withholding on distributions. The followingare general descriptions of the various types of IRAs and of the use of the contracts in connection therewith.

Individual Retirement Accounts. Code Sections 408 and 408A permit eligible individuals to contribute to anindividual retirement program known as an “IRA” or “Roth IRA.” These IRAs are subject to limitations on theamount that may be contributed, the persons who may be eligible, the time when distributions must commence,and certain other transactions. The contributions to an IRA may be deductible in whole or in part, depending onyour income and other circumstances. In addition, distributions from certain other types of qualified plans maybe “rolled over” on a tax-deferred basis into an IRA without regard to deduction limitations.

Tax on Certain Distributions Relating to IRAs. Distributions under a Certificate may be paid to the IRA, ifpermitted under the terms of the IRA, or directly to you. Distributions paid to the IRA are not in and ofthemselves taxable.

In the case of distributions from a traditional IRA to you, including payments to you from a Certificate, a ratableportion of the amount received is taxable, generally based on the ratio of your cost basis (if any) to your totalaccrued benefit under the IRA. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of anydistribution from IRAs. To the extent amounts are not includable in gross income because they have beenproperly rolled over to another IRA or to another eligible qualified plan, no tax penalty will be imposed. The taxpenalty also will not apply to: (a) distributions made on or after the date on which you reach age 59 1/2;(b) distributions following your death or disability (for this purpose disability is as defined in Section 72(m)(7) ofthe Code); (c) distributions that are part of substantially equal periodic payments made not less frequently thanannually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designatedbeneficiary; and (d) certain other distributions specified in the Code.

Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceedcontributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age59 1/2 (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the firstcontribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion to aRoth IRA from a traditional IRA if they are distributed during the five taxable years beginning with the year inwhich the conversion was made.

Generally, distributions from a traditional IRA must commence no later than April 1 of the calendar yearfollowing the year in which the individual attains age 70 1/2. Required distributions must be over a period not

41

exceeding the life expectancy of the individual or the joint lives or life expectancies of the individual and his orher designated beneficiary. Distribution requirements also apply to IRAs (including Roth IRAs) upon the deathof the IRA owner. If the required minimum distributions are not made, a 50% penalty tax is imposed as to theamount not distributed.

Distributions from IRAs and Roth IRAs generally are subject to withholding for the individual’s federal incometax liability, subject to the individual’s election not to have tax withheld. The withholding rate varies accordingto the type of distribution and the individual’s tax status.

Seek Tax Advice. The above description of federal income tax consequences of the different types of IRAs whichmay be funded by a Certificate offered by this prospectus is only a brief summary meant to alert you to the issuesand is not intended as tax advice. Anything less than full compliance with the applicable rules, all of which aresubject to change, may have adverse tax consequences. Any person considering the purchase of a Certificate inconnection with an IRA should first consult a qualified tax advisor, with regard to the suitability of a Certificatefor the IRA.

Nonqualified Certificates.

Treatment of a Certificate as an Annuity Contract. Consistent with PLRs that have been issued by the IRS withrespect to similar products offered by other insurance companies, we intend to treat a Nonqualified Certificate asan annuity contract for federal income tax purposes. However, these rulings are not binding on the IRS withrespect to the Certificate. Due to factual differences between the Certificate and the products involved in thesePLRs, and their non-precedential nature, the analysis and rulings in the PLRs may not reflect the IRS's positionwith respect to the tax treatment of the Certificate, now or in the future. Thus, while we believe that the factualdifferences between the Certificate and the products involved in the PLRs should be immaterial and that thereasoning underlying the PLRs supports treating a Nonqualified Certificate as an annuity for federal income taxpurposes, it is possible that a Certificate could be treated as some other type of financial instrument or derivativefor such purposes, with different tax consequences than if it were treated as an annuity. If you are the holder orbeneficiary of a Nonqualified Certificate, in view of the limited guidance you should consult your own taxadvisor regarding the proper tax treatment of a Certificate.

In order to be treated as an annuity contract for federal tax purposes, a Nonqualified Certificate likely needs tocontain certain provisions prescribing distributions that must be made when an owner of the Certificate dies. Webelieve that by its terms a Nonqualified Certificate satisfies these requirements. In all events, we will administera Nonqualified Certificate to comply with these federal tax requirements.

Nonqualified Certificates can be owned only by natural persons. If a person other than a natural person were toown a Nonqualified Certificate, the Certificate would likely not be treated as an annuity contract for federal taxpurposes.

It is possible that at certain advanced ages, e.g., when a Covered Person reaches age 100, a NonqualifiedCertificate might no longer be treated as an annuity contract if the Settlement Phase has not begun before thatage. You should consult with a tax adviser about the tax consequences in such circumstances.

Separate Treatment of a Nonqualified Certificate and an Account. Consistent with PLRs that have been issued bythe IRS with respect to similar products issued by other insurance companies, we intend to treat a NonqualifiedCertificate as an annuity contract that is separate and apart from the Covered Funds in your Account for federalincome tax purposes. Great-West only makes payments to you during the Settlement Phase (or if you decide toannuitize your Certificate by electing an Annuity Option before your Covered Fund assets are reduced to zero).Any amounts you receive during the Accumulation and GAW Phases should, based on the PLRs, be treated asdistributions from your Covered Funds.

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Treatment of Installment Payments under a Nonqualified Certificate during the Settlement Phase. Assuming thata Nonqualified Certificate is treated as an annuity contract for tax purposes, Installments paid under theCertificate during the Settlement Phase should be treated in part as taxable ordinary income and in part asnon-taxable recovery of the aggregate total Guarantee Benefit Fees you have previously paid under yourCertificate (your “investment in the Certificate”) until you recover all of your investment in the Certificate. Theamount that is not taxable prior to recovering all of your investment in the Certificate should be based upon theratio of your investment in the Certificate to the expected value of the annuity payments to be made under theCertificate on the date that the Settlement Phase begins. After you recover all of your investment in theCertificate, Installments paid during the Settlement Phase will be taxable in full as ordinary income. You shouldconsult a tax advisor as to the tax treatment of Installments paid during the Settlement Phase under theCertificate.

In addition, we will withhold and send to the U.S. Government a part of the taxable portion of each Installmentpaid during the Settlement Phase under a Nonqualified Certificate unless you notify us before payment of anavailable election not to have any amounts withheld. In certain circumstances, we may be required to withholdtax.

Your Covered Fund. In view of the conclusions reached in the PLRs that have been issued by the IRS withrespect to similar products issued by other insurance companies, we believe that the tax treatment of transactionsinvolving your Covered Funds during the Accumulation and GAW Phases, including redemptions, dispositions,and distributions with respect to such assets, should generally be the same as such treatment would be in theabsence of a Nonqualified Certificate. (The tax treatment of such transactions is beyond the scope of thisprospectus, and you should consult a tax advisor for further information about the tax treatment of the CoveredFunds.) Thus, in general, we believe that (1) distributions and dividends on Covered Funds will not be treated aspayments under your Certificate, but rather as distributions with respect to such investments; (2) amountsreceived on redemption or disposition of your Covered Funds will be treated as amounts realized on a sale orexchange of such assets rather than as distributions under your Certificate; and (3) the purchase of a NonqualifiedCertificate should not result in either (a) loss of the benefit of preferential income tax rates applicable todividends paid on your Covered Funds otherwise constituting “qualified dividend income” or (b) under theso-called “straddle” rules, suspension of the holding period for purposes of determining eligibility for long-termcapital gains treatment of any gains, or potential deferral of losses, when your Covered Funds are sold orexchanged. (Our views as the tax treatment of transactions involving your Covered Funds are in part based on thelow probability that the Settlement Phase will begin and you will receive benefits under the Certificate.)

As noted above, there are limited published legal authorities directly supporting our conclusions as to the taxtreatment of transactions involving the assets in your Account and the Internal Revenue Service could take adifferent position with respect to the Certificate than it has taken with respect to similar products offered bydifferent insurance companies and ruled upon in the PLRs. Thus, the Internal Revenue Service may disagree withour interpretations. If the Internal Revenue Service were to successfully take a different position on these issues,it could have a material adverse effect on the tax consequences of your acquisition, holding and disposition ofassets in your Account. The tax consequences could also change due to changes in the tax laws. Given the newand innovative character of a Certificate, you should consult your own tax advisor as to the tax consequences, ifany, of a Nonqualified Certificate under the “qualified dividend income” and “straddle” rules, as well as otherrelevant tax provisions, both at the time of initial purchase and in subsequent years.

Payment of the Certificate Fee. The redemption of shares of your Covered Funds to pay the Guarantee BenefitFee may have tax consequences. You should consult a tax advisor for further information.

Annuitization Prior to the Initial Installment Date. The liquidation of your Covered Funds to purchase an annuitypayment option will be a taxable event. You cannot apply your Covered Assets to an annuity payment optionunder a Nonqualified Certificate on a tax-free basis.

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Taxation of Distributions Under the Annuity Payment Options. If your Account is applied to an annuity paymentoption, we believe that the annuity payment option should be treated as an annuity contract for tax purposes anddistributions should be taxed as annuity distributions. Thus, annuity payments will be taxed as ordinary incometo the extent that the value is more than your investment in the contract (discussed further below). Annuitypayments will generally be treated in part as taxable ordinary income and in part as non-taxable recovery of yourinvestment in the contract. After you recover all of your investment in the contract, annuity payments will betaxable in full as ordinary income. The investment in the contract for an annuity payment option should be equalto the value of your Account applied to the annuity payment option plus, possibly, the aggregate GuaranteeBenefit Fees you previously paid under your Certificate.

It is, however, possible that the Internal Revenue Service may take the position that the aggregate GuaranteeBenefit Fees you previously paid under your Certificate do not constitute part of your investment in the contractfor an annuity payment option on the theory that such fees do not constitute amounts paid for the annuitypayment option. While for tax reporting purposes we currently intend to include any aggregate GuaranteeBenefit Fees you previously paid as an investment in the contract for an annuity payment option, you shouldconsult a tax advisor on this matter.

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ABOUT US

Great-West is a stock life insurance company that was originally organized under the laws of the State of Kansasas the National Interment Association. Our name was changed to Ranger National Life Insurance Company in1963 and to Insuramerica Corporation prior to changing to our current name in 1982. In September of 1990, were-domesticated under the laws of the State of Colorado. Our executive office is located at 8515 East OrchardRoad, Greenwood Village, Colorado 80111.

Great-West is a wholly owned subsidiary of GWL&A Financial, Inc., a Delaware holding company. GWL&AFinancial, Inc. is an indirect wholly-owned subsidiary of Great-West Lifeco Inc., a Canadian holdingcompany. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding companywith substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of PowerCorporation of Canada, a Canadian holding and management company. Mr. Paul Desmarais, through a group ofprivate 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, andGuam. We are obligated to pay all amounts promised under the Group Contract and Certificates.

GWFS Equities serves as principal underwriter for the Certificates and is a broker/dealer registered with theSEC. Great-West directly owns all stock of GWFS Equities.

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SALES OF THE CERTIFICATES

We have entered into an underwriting agreement with GWFS Equities for the distribution and sale of theCertificates. Pursuant to this agreement, GWFS Equities serves as principal underwriter for the Certificates,offering them on a continuous basis. GWFS Equities is located at 8515 East Orchard Road, Greenwood Village,CO 80111. GWFS Equities will use its best efforts to sell the Certificates, but is not required to sell any specificnumber or dollar amount of Certificates.

GWFS Equities was organized as a corporation under the laws of the State of Delaware in 1984 and is an affiliateof ours. GWFS Equities is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934,as well as with the securities administrators in the states in which it operates, and is a member of the FinancialIndustry Regulatory Authority (“FINRA”).

GWFS Equities offers the Certificates through its registered representatives who are registered with FINRA andwith the states in which they do business. More information about GWFS Equities and its registeredrepresentatives is available at http://www.finra.org or by calling 800-289-9999. You can also obtain an investorbrochure from FINRA describing its Public Disclosure Program. Registered representatives with GWFS Equitiesare also licensed as insurance agents in the states in which they do business and are appointed with us.

GWFS Equities may also enter into selling agreements with unaffiliated broker-dealers to sell theCertificates. The registered representatives of these selling firms are registered with FINRA and with the states inwhich they do business, are licensed as insurance agents in the states in which they do business, and areappointed with us.

We do not pay commissions to GWFS Equities or to the unaffiliated broker-dealers in connection with the sale orsolicitation of the Certificates. However, we may provide non-cash compensation in the form of training andeducation programs to registered representatives of GWFS Equities who sell the Certificates as well as registeredrepresentatives of unaffiliated broker-dealers. Registered representatives of GWFS Equities also sell otherinsurance products that we offer and may receive certain non-cash items, such as conferences, trips, prizes andawards under non-cash incentive compensation programs pertaining to those products. None of the items aredirectly attributable to the sale or solicitation of the Certificates. Such compensation will not be conditioned uponachievement of a sales target. Finally, we and GWFS Equities may provide small gifts and occasionalentertainment to registered representatives with GWFS Equities or other selling firms in circumstances in whichsuch items are not preconditioned on achievement of sales targets.

At times, GWFS Equities may make other cash and non-cash payments to selling firms for expenses relating tothe recruitment and training of personnel, periodic sales meetings, the production of promotional sales literatureand similar expenses. These expenses may also relate to the synchronization of technology between theCompany, GWFS Equities, and the selling firm in order to coordinate data for the sale and maintenance of theCertificate. The amount of other cash and non-cash compensation paid by GWFS Equities or its affiliatedcompanies ranges significantly among the selling firms. GWFS Equities and its affiliates may receive paymentsfrom affiliates of the selling firms that are unrelated to the sale of the Certificates

Any amounts paid by GWFS Equities to a selling firm or by Great-West to a selling firm are derived from thegeneral account assets of Great-West and are not deducted from the Guarantee Benefit Fee. The GuaranteeBenefit Fee does not vary because of such payments to such selling firms

Although the Company and GWFS Equities do not anticipate discontinuing offering the Certificates, we doreserve the right to discontinue offering the Certificates at any time.

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Owner Questions.

The obligations to Owners and Covered Persons under the Group Contracts and Certificates are ours. Pleasedirect your questions and concerns to us at our Administrative Office.

Return Privilege.

Within the free-look period (generally 30 days under applicable state law) after you receive the individualcontract, you may cancel it for any reason by delivering or mailing it postage prepaid to:

Great-West Life & Annuity Insurance CompanyRetirement Resource Operations Center

P.O. Box 173920Denver, CO 80217-3920

If the Owner cancels the individual contract, the individual contract will be void. Any applicable free-look doesnot include the Covered Fund, which is a separate investment from the individual contract. There is no free-lookperiod for purchasers of Certificates.

State Regulation.

As a life insurance company organized and operated under the laws of the State of Colorado, we are subject toprovisions governing life insurers and to regulation by the Colorado Commissioner of Insurance. Our books andaccounts are subject to review and examination by the Colorado Division of Insurance.


We may require proof of the age, gender, death, or survival of any person or persons before acting on anyapplicable Certificate provision.

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LEGALMATTERS

Certain matters regarding the offering of the securities herein will be passed upon by Beverly A. Byrne, internalcounsel for the Company.


Opinions may be issued in the future by counsel other than those listed above. The name of such counsel, otherthan those listed above, will be included in a prospectus supplement.

EXPERTS

The consolidated financial statements, and the related financial statement schedule of Great-West Life & AnnuityInsurance Company and subsidiaries (the “Company”), incorporated in this Prospectus by reference from theCompany’s Annual Report on Form 10-K as of December 31, 2011 and 2010, and for each of the three years inthe period ended December 31, 2011, have been audited by Deloitte & Touche LLP, an independent registeredpublic accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidatedfinancial statements and financial statement schedule have been so incorporated in reliance upon the report ofsuch firm given upon their authority as experts in accounting and auditing.


This prospectus, which constitutes part of the registration statement, does not contain all the information set forthin the registration statement. Parts of the registration statement are omitted from this prospectus in accordancewith the rules and regulations of the SEC.

The registration statement, including exhibits, contains additional relevant information about us. We are subjectto the informational requirements of the Securities Exchange Act of 1934 and, in compliance with such laws, wefile annual, quarterly, and current reports and other information with the SEC. You can read and copy any reportsor other information we file at the SEC public reference room at 100 F Street, N.E., Washington, D.C.20549. You can also request copies of our documents upon payment of a duplicating fee, by writing the SEC’spublic reference room. You can obtain information regarding the public reference room by calling the SEC at1-800-SEC-0330. Our filings are available to the public from commercial document retrieval services and overthe internet at http://www.sec.gov. (This uniform resource locator (URL) is an inactive textual reference only andis not intended to incorporate the SEC web site into this prospectus.)

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The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectuswhich means that incorporated documents are considered part of this prospectus. We can disclose importantinformation to you by referring you to those documents. This prospectus incorporates by reference our AnnualReport on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 29, 2012.

Upon oral or written request, we will provide you a free copy of any documents incorporated by reference in thisprospectus and any accompanying prospectus supplement (including any exhibits that are specificallyincorporated by reference in them) at no cost. To request such documents, please write or call:

Great-West Life & Annuity Insurance CompanyRetirement Resource Operations Center

P.O. Box 173920Denver, CO 80217-3920

(877) [email protected]

The documents that are incorporated by reference are available on our website at www.greatwest.com. We willmake these documents available to you as soon as reasonably practicable after we file this material with the SEC.

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DEFINITIONS


10 Year Treasury Yield (10YR)—The U.S. Treasury 10-Year Yield as of the end of the last Business Day ofthe previous week as reported by the United States Department of Treasury.

Account—A separate record in the name of each Certificate Owner which reflects his or her interests in theassets in both Covered Fund(s) and other investment options in the Investment Portfolio.

Accumulation Phase—The period of time between the Certificate Election Date and the Initial Installment Date.

Administrative Offices—8515 East Orchard Road, Greenwood Village, CO 80111.

Age Adjustment—For a single Covered Person, a factor based on the age of the Covered Person(s) on the InitialInstallment Date that is multiplied by the 10 Year Treasury Yield to determine the GAW%. For a joint CoveredPerson, a factor based on the age of the younger Covered Person on the Initial Installment Date that is multipliedby the 10YR and an additional age adjustment. The GAW% is subject to a minimum and maximum rate.

Alternate Payee—In the case of Qualified Certificate only, any Spouse or former Spouse of a Certificate Ownerwho is recognized by a Decree as having a right to receive all or a portion of the benefit payable under theInvestment Account with respect to such Certificate Owner.

Annuitant—The person upon whose life the payment of an annuity is based.

Annuity Commencement Date—The date that annuity payments begin to an Annuitant.

Beneficiary—A person or entity named by the Certificate Owner or the terms of the Investment Portfolio toreceive all or a portion of the Account at his or her death.

Benefit Base—The amount that is multiplied by the GAW Percentage to calculate the GAW. The Benefit Baseincreases dollar-for-dollar upon any Certificate Contribution and is reduced proportionately for an ExcessWithdrawal. The Benefit Base can also increase with positive Covered Fund performance on the Ratchet Date,and may be adjusted on the Ratchet Date. Each Covered Fund will have its own Benefit Base. A Covered FundBenefit Base cannot be transferred to another Covered Fund unless we require a Transfer as a result of a CoveredFund being eliminated or liquidated or for certain rollovers as set forth in your Certificate.

Business Day—Any day, and during the hours, on which the New York Stock Exchange is open fortrading. Unless otherwise stated in this prospectus, in the event that a date falls on a non-Business Day, the dateof the following Business Day will be used.

Certificate—This document issued to the Certificate Owner which specifies the benefits, rights, privileges, andobligations of the Certificate Owner and Great-West under the Group Contract.

Certificate Anniversary Date—The anniversary of the Certificate Election Date, or the preceding Business Dayto the extent that the Certificate Election Date is not a Business Day.

Certificate Contributions—Certificate Owner directed amounts received and allocated to the CertificateOwner’s Covered Fund(s), including but not limited to Transfers from other assets in the Investment Portfolio. Ifthe Certificate is issued in connection with a Retirement Account, Certificate Contributions may also includerollovers as defined under Section 402 of the Code. Reinvested dividends, capital gains, and settlements arisingfrom the Covered Fund(s) will not be considered Certificate Contributions for the purpose of calculating the

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Benefit Base but will affect the Covered Fund Value. If this Certificate is issued in connection with aNon-Retirement Account, and dividends are not reinvested, it will be considered an Excess Withdrawal to theextent the distribution causes total withdrawals in the year to exceed the GAW.

Certificate Election Date—The date on which the GLWB Elector, Alternate Payee or Beneficiary elects theGLWB option in the Certificate and pursuant to the terms of the Covered Fund(s) prospectus. The CertificateElection Date shall be the date upon which the initial Benefit Base is calculated.

Certificate Owner—The person(s) named on the Certificate Data Page. The Certificate Owner(s) is entitled toexercise all of the benefits, rights, and privileges under the Certificate. The Certificate Owner must be an ownerof the Investment Portfolio and the Covered Person(s) must be a natural person.

Code—The Internal Revenue Code of 1986, as amended, and all related laws and regulations which are in effectduring the term of the Certificate.

Company—Great-West Life & Annuity Insurance Company, the issuer of the Group Contract and Certificate(also referred to as “we,” “us,” or “our”).

Covered Fund—Interests in the mutual fund(s) held in the Investment Portfolio designed for the GLWB, asfollows:

• Maxim SecureFoundation® Balanced ETF Portfolio

• Any other fund as approved by Great-West for the Certificate

Covered Fund Value—The aggregate value of each Covered Fund held in the Investment Portfolio.

Covered Person(s)—For purposes of the Certificate, the person(s) whose age determines the GAW Percentageand on whose life the GAW Amount will be based. If there are two Covered Persons, the GAW Percentage willbe based on the age of the younger life and the Installments can continue until the death of the second life. Ajoint Covered Person must be the GLWB Elector’s Spouse and the 100% primary beneficiary under theInvestment Portfolio.

Decree—In the case of a Qualified Certificate only, a divorce or separation instrument, as defined inSection 71(b)(2) of the Code, issued pursuant to Section 408(d)(6) of the Code that creates or recognizes theexistence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to receive all or a portion ofthe benefits payable with respect to a GLWB Elector that is accepted and approved by Great-West, except asotherwise agreed.

Distributions—Amounts paid from a Covered Fund pursuant to the terms of the Investment Portfolio, includingbut not limited to partial and systematic withdrawals. For a Certificate issued in connection with aNon-Retirement Account, a Distribution includes dividends paid by the Covered Fund(s) that are not reinvested.

Excess Withdrawal—An amount either distributed or transferred from the Covered Fund(s) during theAccumulation Phase or any amount combined with all other amounts that exceeds the annual GAW during theGAW Phase. The Excess Withdrawal reduces the Benefit Base, as described in the Accumulation Phase sectionand the GAW Phase section. Neither the Guarantee Benefit Fee nor any other fees or charges assessed to theCovered Fund Value as directed by the Financial Services Provider and as agreed to by Great-West shall betreated as a Distribution or Excess Withdrawal for this purpose.

Financial Services Provider—An entity that offers the Investment Portfolio or a mutual fund that offers orholds the Covered Fund(s).

GLWB—A guaranteed lifetime withdrawal benefit.

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GLWB Elector—A Certificate Owner, Alternate Payee or Beneficiary who is: (i) eligible to elect the GLWB;(ii) invested in a Covered Fund(s); and (iii) a Covered Person. In the case of a Nonqualified Certificate, only aCertificate Owner may be a GLWB Elector.

Group Contract—The written agreement between the Group Contract Owner and Great-West.

Guaranteed Annual Withdrawal (GAW)—The annualized withdrawal amount that is guaranteed for thelifetime of the Covered Person(s), subject to the terms of this Certificate.

GAW Phase—The period of time between the Initial Installment Date and the first day of the Settlement Phase.

GAW Percentage (GAW%)—The percentage of the Benefit Base that determines the amount of the GAW.This percentage is based on the age of the Covered Person(s) at the time of the first Installment determined bycalculating the 10 Year Treasury Yield multiplied by the Age Adjustment. If there are two Covered Persons thepercentage is based on the age of the younger Covered Person and the Joint Withdrawal Adjustment. TheGAW% is subject to maximum and minimum percentages as set forth in your Certificate and described underThe GAW Phase—Calculation of Installment Amount.

Group Contract Owner—The owner of the Group Contract that is identified on the Certificate Data Page(currently Orchard Trust).

Guarantee Benefit Fee—The asset charge periodically calculated and deducted from your Covered Fund Value.

Guaranteed Lifetime Withdrawal Benefit (GLWB)—A payment option offered by the Certificate that paysInstallments during the life of the Covered Person(s). The Covered Person(s) will receive periodic payments ineither monthly, quarterly, semiannual, or annual Installments that in total over a twelve month period equal theGAW.

Initial Calculation—The calculation used to determine the GAW% on the Initial Installment Date.

Initial Installment Date—The date of the first Installment under the GLWB, which must be a Business Day.

Installments—Periodic payments of the GAW during the GAW Phase and Settlement Phase.

Installment Frequency Options—The options listed in the GAW section.

Interest Rate Reset—During the GAW Phase on a Ratchet Date, an increase in the current GAW, if applicable.Great-West will calculate the GAW by multiplying the Covered Fund Value (excluding any amount over$5,000,000) by the Current 10YR, subject to the Initial Calculation, and determine if it is higher than theprevious GAW. If the calculation results in a greater GAW, Great-West will adjust the GAW.

Investment Portfolio—An account of the Certificate Owner used to purchase the Certificate and CoveredFund(s) through a Financial Services Provider. The Investment Portfolio may be either a Retirement Account or aNon-Retirement Account, which may hold investments other than the Covered Fund(s).

Joint Withdrawal Adjustment—The Age Adjustment of the youngest Covered Person currently multipliedby .90.

Non-Retirement Account—Any Investment Portfolio that is not a Retirement Account.

Ratchet—An increase in the Benefit Base if the Covered Fund Value exceeds the current Benefit Base on theRatchet Date.

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Ratchet Date—During the Accumulation Phase, the Ratchet Date is the anniversary of the GLWB Elector’sCertificate Election Date and each anniversary thereafter. During the GAW Phase, the Ratchet Date is the InitialInstallment Date and each anniversary thereafter. This is also the date of any Interest Rate Reset during the GAWPhase. If any anniversary in the Accumulation and GAW Phase is a non-Business Day, the Ratchet Date shall bethe preceding Business Day for that year.

Retirement Account—An Investment Portfolio, such as an individual retirement account (“IRA”), that isintended to qualify under Sections 408 or 408A of the Code.

Request—An inquiry or instruction in a form satisfactory to Great-West. A valid Request must be: (i) receivedby Great-West at the Administrative Office in good order; and (ii) submitted in accordance with the provisions ofthe Certificate, or as required by Great-West. The Request is subject to any action taken by Great-West beforethe Request was processed.

Securities Act—The Securities Act of 1933, as amended.

Settlement Phase—The period when the Covered Fund Value has reduced to zero, but the Benefit Base is stillpositive. Installments continue under the terms of the Certificate.

Spouse—A person legally married under applicable Federal law.

Transfer—The transfer of all or a portion of Covered Fund Value resulting from the purchase or sale of aninterest in a Covered Fund to or from: (i) another Covered Fund; or (ii) another Investment Portfolio offered bythe Financial Services Provider.

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P.O. Box 173920Denver, CO 80217-3920

Great-West SecureFoundationGroup Fixed Deferred Annuity Certificate

Issued by:


Tel. (800) 537-2033 May 1, 2012

This prospectus describes the Great-West SecureFoundation Group Fixed Deferred Annuity Certificate (the “Certificate”) issued by Great-West Life & Annuity Insurance Company. The Certificate is offered to individual retirement account (“IRA”) owners that purchase shares of one of the Maxim SecureFoundation mutual funds, which currently consist of the Maxim SecureFoundation Lifetime 2015 Portfolio, Maxim SecureFoundation Lifetime 2020 Portfolio, Maxim SecureFoundation Lifetime 2025 Portfolio, Maxim SecureFoundation Lifetime 2030 Portfolio, Maxim SecureFoundation Lifetime 2035 Portfolio, Maxim SecureFoundation Lifetime 2040 Portfolio, Maxim SecureFoundation Lifetime 2045 Portfolio, Maxim SecureFoundation Lifetime 2050 Portfolio, Maxim SecureFoundation Lifetime 2055 Portfolio (the “SecureFoundation Lifetime Portfolios”), and the Maxim SecureFoundation Balanced Portfolio (each, a “Covered Fund” and together, the “Covered Funds”). The Certificate provides for guaranteed income for the life of a designated person based on the Certificate Owner’s investment in one or more of the Covered Funds, provided all conditions specified in the Certificate are met, regardless of how long the designated person lives or the actual performance or value of the Covered Funds. The Certificate has no cash value and no surrender value. The interests of the Certificate Owner in the Certificate may not be transferred, sold, assigned, pledged, charged, encumbered, or alienated in any way.

Prospective purchasers may apply to purchase a Certificate through GWFS Equities, Inc. (“GWFS Equities”), the principal underwriter for the Certificates or other broker-dealers that have entered into a selling agreement with GWFS Equities. GWFS Equities will use its best efforts to sell the Certificates, but is not required to sell any specific number or dollar amount of Certificates.

This prospectus provides important information that a prospective purchaser of a Certificate should know before investing. Please retain this prospectus for future reference.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The Certificate:

The purchase of the Certificate is subject to certain risks. See “Risk Factors” on page 5. The Certificate is novel and innovative. While we understand that the Internal Revenue Service may be considering tax issues associated with products similar to the Certificate, to date the tax consequences of the Certificate have not been addressed in published legal authorities. Under the circumstances, you should therefore consult a tax advisor before purchasing a Certificate.

This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

• Is NOT a bank deposit • Is NOT FDIC insured • Is NOT insured or endorsed by a bank or any government agency • Is NOT available in every state

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8/27/2012http://prospectus-express.newriver.com/print.asp?doctype=pros&clientid=gwla&fundid=S...

Table of Contents

TABLE OF CONTENTS SUMMARY 1

Preliminary Note Regarding Terms Used in This Prospectus. 1 What is the Certificate? 2 How much will your Certificate cost? 2 Can you cancel your Certificate? 3 What protection does the Certificate provide? 3 How does your Certificate work? 3 How do you purchase a Certificate? 4 What are the Designated Investment Options? 4 Is the Certificate right for you? 4

RISK FACTORS 5

THE CERTIFICATE 7

INVESTMENT OPTIONS – THE COVERED FUNDS 7

MAXIM SECUREFOUNDATION BALANCED PORTFOLIO 8

Investment Objective. 8 Principal Investment Strategies. 8

MAXIM SECUREFOUNDATION LIFETIME PORTFOLIOS 9

Investment Objective. 9 Principal Investment Strategies. 9

ADDING AND REMOVING COVERED FUNDS 9

IRA ROLLOVERS 10

THE ACCUMULATION PHASE 11

Covered Fund Value. 11 Benefit Base. 11 Subsequent Certificate Contributions to Your Account. 12 Ratchet Date Adjustments to the Benefit Base. 12 Excess Withdrawals During the Accumulation Phase. 13 Types of Excess Withdrawals. 13 Treatment of a Distribution During the Accumulation Phase. 14 Death During the Accumulation Phase. 14

THE GAW PHASE 14

Installments. 15 Calculation of Installment Amount. 15 Installment Frequency Options. 16 Lump Sum Distribution Option. 17 Suspending and Re-Commencing Installments After a Lump Sum Distribution. 17 Optional Resets of the GAW% During the GAW Phase. 17 Effect of Excess Withdrawals During the GAW Phase. 18 Death During the GAW Phase. 19

THE SETTLEMENT PHASE 19

EXAMPLES OF HOW THE CERTIFICATE WORKS 19

GUARANTEE BENEFIT FEE 22

Will you pay the same amount (in dollars) for the Withdrawal Guarantee every month? 23

DIVORCE PROVISIONS UNDER THE CERTIFICATE 24

During the Accumulation Phase. 24 During the GAW Phase. 24

If there is a Sole Covered Person. 24 If there are two Covered Persons. 24

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During the Settlement Phase. 25

EFFECT OF ANNUITIZATION 25

Election of Annuity Options. 25

TERMINATION OF THE GROUP CONTRACT 26

If the Group Contract Owner Terminates the Group Contract. 26 If Great-West Terminates the Group Contract. 26 Other Termination. 26

TERMINATION OF THE CERTIFICATE 27

MISCELLANEOUS PROVISIONS 27



Table of Contents

Periodic Communications to Certificate Owners. 27 Amendments to the Group Contract and Certificate. 27 Successor Trustee. 27 Assignment. 27 Cancellation. 27 Misstatements. 28

FINANCIAL CONDITION OF THE COMPANY 28

TAXATION OF THE CERTIFICATE 28

In General. 29 IRAs. 29

ABOUT US 30

SALES OF THE CERTIFICATES 30

ADDITIONAL INFORMATION 31

Owner Questions. 31 Return Privilege. 31 State Regulation. 32 Evidence of Death, Age, Gender, or Survival. 32

LEGAL MATTERS 32

EXPERTS 32

WHERE YOU CAN FIND MORE INFORMATION 32

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 33

DEFINITIONS 34



Table of Contents

Great-West SecureFoundation Group Fixed Deferred Annuity Certificate

Issued by:


Tel. (800) 537-2033

SUMMARY

Preliminary Note Regarding Terms Used in This Prospectus.

Certain terms used in this prospectus have specific and important meanings. Some important terms are explained below, and in most cases the meaning of other important terms is explained the first time they are used in the prospectus. You will also find in the back of this prospectus a listing of all of the terms, with the meaning of each term explained.

The Certificate can be owned in the following ways:

We believe that in most cases the Certificate will have a sole Owner who is the only Covered Person. Therefore, for ease of reference, most of the discussion in this prospectus assumes you are the sole Owner and the only Covered Person under the Certificate. In some places in the prospectus, however, we explain how certain features of the Certificate differ if there are joint Covered Persons.

The following is a summary of the Certificate. You should read the entire prospectus in addition to this summary.

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• The “Certificate” is the Great-West SecureFoundation Group Fixed Deferred Certificate issued by Great-West Life &Annuity Insurance Company pursuant to the terms of a Group Fixed Deferred Annuity Contract (the “Group Contract”) issued to Orchard Trust Company, LLC (“Orchard Trust” or the “Group Contract Owner”). In certain states this may be an individual contract, which will have the same features and benefits unless otherwise noted.

• “We,” “us,” “our,” “Great-West,” or the “Company” means Great-West Life & Annuity Insurance Company.

• “You” or “yours” means the owner of the Certificate described in this prospectus. The terms “you,” “yours,” “Owner,”

and “Certificate Owner” may be used interchangeably in this prospectus.

• “Covered Person” or “Covered Persons” means the person or persons, respectively, named in the Certificate whose age

is used for certain important purposes under the Certificate, including determining the amount of the guaranteed income that may be provided by this Certificate.

• “Covered Fund” or “Covered Funds” refer to the Maxim SecureFoundation Lifetime 2015 Portfolio, Maxim SecureFoundation Lifetime 2020 Portfolio, Maxim SecureFoundation Lifetime 2025 Portfolio, Maxim SecureFoundation Lifetime 2030 Portfolio, Maxim SecureFoundation Lifetime 2035 Portfolio, Maxim SecureFoundation Lifetime 2040 Portfolio, Maxim SecureFoundation Lifetime 2045 Portfolio, Maxim SecureFoundation Lifetime 2050 Portfolio, Maxim SecureFoundation Lifetime 2055 Portfolio, and the Maxim SecureFoundation Balanced Portfolio.

• Sole Owner who is an individual and also the Covered Person.

• Sole Owner who is an individual and the Covered Person, with his or her spouse as the joint Covered Person.

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What is the Certificate?

Certificates are issued pursuant to the terms of the Group Contract, which is a group guaranteed income annuity contract issued by the Company and owned by Orchard Trust. Certificates are offered to IRA owners that purchase shares of a Covered Fund. Currently, there is no other way to purchase the Certificate. The Certificate provides, under certain specified conditions, for guaranteed minimum lifetime income, regardless of how long you live or how the Covered Fund performs. The Certificate does not have a cash value.

Provided all conditions of the Certificate and Group Contract are met, if the value of the shares in your Covered Fund (“Covered Fund Value”) equals zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA fees, custodian fees, advisory fees), and/or Guaranteed Annual Withdrawal(s) (“GAW”), we will make annual payments to you for the rest of your life.

The amount of the GAW that you may take may increase from time to time based on your Covered Fund Value. It may also decrease if you take Excess Withdrawals (discussed below).

The guaranteed income that may be provided by your Certificate is based on the age and life of the Covered Person (or if there are joint Covered Persons, on the age of the younger joint Covered Person and the lives of both Covered Persons) as of the date we calculate the first Installment. A joint Covered Person must be your spouse and your spouse must be your sole beneficiary under your IRA.

How much will your Certificate cost?

While your Certificate is in force, a Guarantee Benefit Fee will be calculated and deducted from your Covered Fund Value on a monthly basis. It will be paid by redeeming the number of fund shares of your Covered Fund equal to the Guarantee Benefit Fee. The Guarantee Benefit Fee is calculated as a specified percentage of your Covered Fund Value at the time the Guarantee Benefit Fee is calculated. If we do not receive the Guarantee Benefit Fee (except during the Settlement Phase), including as a result of the failure of your IRA custodian to submit it to us, the Certificate will terminate as of the date that the fee is due. We will not provide Certificate Owners with notice prior to termination of the Certificate and we will not refund the Guarantee Benefit Fee paid upon termination of the Certificate.

The Guarantee Benefit Fee pays for the insurance protections provided by the Certificate.

The guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for your Certificate is shown below. The amount we currently charge is also shown below.

• The maximum Guarantee Benefit Fee for the Certificate, as a percentage of your Covered Fund Value, on an

annual basis, is 1.5%.

• The minimum Guarantee Benefit Fee for the Certificate, as a percentage of your Covered Fund Value, on an annual

basis, is 0.70%.

• The current Guarantee Benefit Fee for the Certificate, as a percentage of your Covered Fund Value, on an annual

basis, is 0.90%.

We may change the current Guarantee Benefit Fee at any time within the minimum and maximum range described above upon thirty (30) days prior written notice to you. We determine the Guarantee Benefit Fee based on observations of a number of experience factors, including, but not limited to, interest rates, volatility, investment returns, expenses, mortality, and lapse rates. As an example, if mortality experience improves faster than we have anticipated, and the population in general is expected to live longer than initially projected, we might increase the Guarantee Benefit Fee to reflect our increased probability of paying longevity benefits. However, improvements in mortality experience is provided as an example only, we reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience factors change (although we will never increase the fee above the maximum or decrease the fee below the minimum). We do not need the happening of any event before we may change the Guarantee Benefit Fee.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial and other services, and charges imposed by the Covered Funds.

Premium taxes may be applicable in certain states. Premium tax applicability and rates vary by state and may change. We reserve the right to deduct any such tax from premium when received.



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Can you cancel your Certificate?

You may cancel your Certificate by causing the Covered Fund Value or the Benefit Base of each Covered Fund to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee. However, if the Excess Withdrawal(s) occurs as a result of a same day Transfer between Covered Funds (i.e., shares of a Covered Fund are sold and shares of another Covered Fund are purchased on the same day), then your Certificate will not be canceled even if the Benefit Base of the Covered Fund(s) is reduced to zero.

What protection does the Certificate provide?

The Certificate provides two basic protections to Certificate Owners who purchase this Certificate as a source or potential source of lifetime retirement income or other long-term purposes. Provided that certain conditions are met, the Certificate protects the Certificate Owner from:

Both of these risks increase as a result of poor market performance early in retirement. Point-in-time risk (which is the risk of retiring on the eve of a down market) significantly contributes to both longevity and income volatility risk.

The Certificate does not provide a guarantee that the Covered Fund or your IRA will retain a certain value or that the value of the Covered Fund or IRA will remain steady or grow over time. Instead, it provides for a guarantee, under certain specified conditions, that regardless of the performance of the Covered Funds in your Account and regardless of how long you live, you will be able to receive a guaranteed level of annual income for life. Therefore, it is important for you to understand that while the preservation of capital may be one of your goals, the achievement of that goal is not guaranteed by the Certificate.

How does your Certificate work?

The Certificate has three phases: an “Accumulation Phase,” a “GAW Phase,” and a “Settlement Phase.”

The Installments that you may receive when you are in the GAW Phase or Settlement Phase are determined by multiplying your Benefit Base by the GAW Percentage (GAW%), which is determined by the age of the Covered Person(s) as of the date we calculate the first Installment. As described in more detail below, the amount of the Installments may increase on an annual basis during the GAW Phase due to positive Covered Fund performance, and will decrease as a result of any Excess Withdrawals.

If you withdraw any of your Covered Fund Value during the Accumulation Phase to satisfy any contribution limitation imposed under federal law, we will consider that to be an Excess Withdrawal. Any withdrawals to satisfy your required distribution obligations under the Code will be considered an Excess Withdrawal if taken during the Accumulation Phase. As a result, those who will be subject to required minimum distributions should consider the appropriateness of this product. You

• longevity risk, which is the risk that a Certificate Owner will outlive the assets invested in the Covered Fund;

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• income volatility risk, which is the risk of downward fluctuations in a Certificate Owner’s retirement income due

to changes in market performance.

• The Accumulation Phase: During the Accumulation Phase, you may make additional Certificate Contributions to your Covered Fund, which establishes your Benefit Base (this is the sum of all Certificate Contributions minus any withdrawals and any adjustments made on the “Ratchet Date” as described later in this prospectus), and take withdrawals from your IRA just as you otherwise would be permitted to (although Excess Withdrawals will reduce the amount of the Benefit Base under the Certificate). You are responsible for managing your withdrawals during the Accumulation Phase.

• The GAW Phase: After you (or if there are joint Covered Persons, the younger joint Covered Person) have turned age

55, then you can enter the GAW Phase and begin to take GAWs (which are annual withdrawals that do not exceed a specified amount) without reducing your Benefit Base. GAWs before age 59 1/2 may result in certain tax penalties.

• Settlement Phase: If your Covered Fund Value falls to zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA fees, custodian fees, advisory fees), and/or GAWs, the Settlement Phase will begin. During the Settlement Phase, we make Installments to you for as long as you live. However, the Settlement Phase may never occur, depending on how long you live and how well the Covered Fund performs.



should consult a qualified tax advisor regarding contribution limits and other tax implications. We will deem

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withdrawals taken during the GAW Phase to meet required minimum distribution requirements, in the proportion of your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), to be within the contract limits for your Certificate and will not treat such withdrawals as Excess Withdrawals.

How do you purchase a Certificate?

You are required to purchase a Certificate in connection with your purchase of shares of a Covered Fund. However, the actual date of purchase of the Certificate will depend on which Covered Fund shares you purchase. For the Maxim SecureFoundation Lifetime Portfolios, you will not be deemed to have actually purchased the Certificate until the first business day of the year that is ten years prior to the date in the name of the fund. There is no minimum initial investment. The Certificates are issued in accordance with the terms of the Group Contract issued by us to Orchard Trust. The Group Contract is a group fixed deferred annuity contract. You may invest any amount in any Covered Fund. However, your Benefit Base is limited to $5,000,000. Any amount over $5,000,000 will not increase your Benefit Base.

The Certificate may only be purchased under the Group Contract by owners of applicable IRAs. You may elect to purchase a Certificate by completing an application or other form authorized by us. If this form is accepted by us at our Administrative Office, we will issue a Certificate to you describing your rights and obligations.


The following is a list of the currently available Covered Funds:

Maxim SecureFoundation Lifetime 2015 Portfolio Maxim SecureFoundation Lifetime 2020 Portfolio Maxim SecureFoundation Lifetime 2025 Portfolio Maxim SecureFoundation Lifetime 2030 Portfolio Maxim SecureFoundation Lifetime 2035 Portfolio Maxim SecureFoundation Lifetime 2040 Portfolio Maxim SecureFoundation Lifetime 2045 Portfolio Maxim SecureFoundation Lifetime 2050 Portfolio Maxim SecureFoundation Lifetime 2055 Portfolio Maxim SecureFoundation Balanced Portfolio

In general, if you purchase shares of one of the Covered Funds, you are required to purchase the Certificate. However, the actual date of purchase will depend on which Covered Fund shares you purchase. For the Maxim SecureFoundation Lifetime Portfolios, you will not be deemed to have purchased the Certificate until the first business day of the year that is ten years prior to the date in the name of the fund. Thus, it is possible to redeem the shares of a Maxim SecureFoundation Lifetime Portfolio prior to the date in which you would have been deemed to have purchased the Certificate. For example, if you purchase shares of the Maxim SecureFoundation Lifetime 2055 Portfolio today, you will not purchase the Certificate until January 3, 2045, you will not have any rights or benefits under the Certificate until January 3, 2045, and you will not be charged the Guarantee Benefit Fee until the end of January 2045 and, if you choose to redeem all of your shares prior to January 3, 2045, you will not be charged the Guarantee Benefit Fee.

You may also later decide that you do not want to maintain the Certificate. If so, you will need to redeem all of your shares in the Covered Fund in order to cancel the Certificate. You cannot remain invested in a Covered Fund without owning a Certificate.

Is the Certificate right for you?

The Certificate may be right for you if you believe that you may outlive your retirement investments or are concerned about market risk. If you believe that your retirement investments will be sufficient to provide for your retirement expenses regardless of market performance or your lifespan, then the Certificate may not be right for you.

The Certificate does not protect the actual value of your investments in your IRA or guarantee the Covered Fund Value. For example, if you invest $500,000 in a Covered Fund, and your Covered Fund Value has dropped to $400,000 on the Initial Installment Date, we are not required to add $100,000 to your Covered Fund Value. Instead, the Certificate guarantees that when you reach the Initial Installment Date, you may begin GAWs based upon a Benefit Base of $500,000, rather than $400,000 (so long as specified conditions are met).

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The GAWs are made from your own investment. We start using our money to make Installments to you only if your Covered Fund Value is reduced to zero due to Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not

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directly associated with the Certificate or Group Contract ( e.g., IRA fees, custodian fees, advisory fees), and/or GAWs. We limit our risk under the Certificate in this regard by limiting the amount you may withdraw each year to your GAWs. If you need to take Excess Withdrawals, you may not receive the full benefit of the Certificate. For further information, see “The Accumulation Phase – Excess Withdrawal During the Accumulation Phase” and “The GAW Phase – Excess Withdrawals During the Accumulation Phase.”

If the return on your Covered Fund Value over time is sufficient to generate gains that can sustain constant GAWs, then the Certificate would not have provided any financial gain to you. Conversely, if the return on your Covered Fund Value over time is not sufficient to generate gains that can sustain constant GAWs, then the Certificate would be beneficial to you.

You should discuss your investment strategy and risk tolerance with your financial advisor before purchasing the Certificate.

RIS K FACTORS

There are a number of risks associated with the Certificate as described below.

The guarantee that may be provided under the Certificate is contingent on several conditions being met. In certain circumstances you may not realize a benefit from the Certificate.

• You may die before receiving payments from us or you may not live long enough to receive enough income to exceed the amount of the Guarantee Benefit Fees paid. If you (assuming that you are the sole Covered Person) die before the Covered Fund Value is reduced to zero, you will never receive any payments under the Certificate. The Certificate does not have any cash value or provide a death benefit. Furthermore, even if you begin to receive Installments in the Settlement Phase, you may die before receiving an amount equal to or greater than the amount you have paid in Guarantee Benefit Fees.

• The Covered Funds may perform well enough so that you may not need the guarantee that may otherwise be provided by the Certificate. The Covered Funds are managed by a registered investment adviser, GW Capital Management, LLC, doing business as Maxim Capital Management, LLC (“MCM”), a wholly owned subsidiary of Great-West. MCM manages the Maxim SecureFoundation Lifetime Portfolios to become more conservative as time goes on, which may minimize the likelihood that you will experience a significant loss of capital at an advanced age. MCM also has the flexibility to manage the SecureFoundation Balanced Portfolio conservatively. Therefore, there is a good chance that the Covered Funds will perform well enough that GAWs will not reduce Covered Fund Value to zero. As a result, the likelihood that we will make payments to you is minimal. In this case, you will have paid us the Guarantee Benefit Fee for the life of your Certificate and received no payments in the Settlement Phase in return.

• You may need to make Excess Withdrawals, which have the potential to substantially reduce or even terminate the benefits available under the Certificate. Because personal financial needs can arise unpredictably (e.g., unexpected medical bills), you may need to make a withdrawal from your Covered Fund before the start of the GAW Phase or following the start of the GAW Phase in an amount larger than the GAW. These types of withdrawals are Excess Withdrawals that will reduce or eliminate the guarantee that may otherwise be provided by the Certificate. There is no provision under the Certificate to cure any decrease in the benefits due to Excess Withdrawals. To avoid making Excess Withdrawals, you will need to carefully manage your withdrawals. The Certificate does not require us to warn you of Excess Withdrawals or other actions with adverse consequences.

• You may choose to cancel your Certificate prior to a severe market downturn. The Certificate is designed to protect you from outliving the assets in your Covered Fund. If you terminate the Certificate before reaching the GAW Phase or Settlement Phase, we will not make payments to you, even if subsequent Covered Fund performance reduces your Covered Fund Value to zero.

• You might not begin making GAWs at the most financially beneficial time for you. Because of decreasing life expectancy as you age, in certain circumstances, the longer you wait to start taking GAWs, the less likely it is that you will benefit from your Certificate. On the other hand, the earlier you begin taking GAWs, the lower the GAW Percentage you will receive and therefore the lower your GAWs (if any) will be. Because of the uncertainty of how long you will live and how your investments will perform over time, it will be difficult for you to determine the most financially beneficial time to begin making GAWs.

• If you terminate or change the provider of your IRA, you may never receive a benefit from the Certificate. The

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Certificate is currently available to participants in certain IRAs. The Certificate is held by the IRA trustee or custodianas an asset of each participant’s IRA. If your IRA is terminated, such as by a full distribution of all of the assets in the IRA, or moved to an IRA provider that does not offer the Certificate, you will cause your Certificate to terminate. In that case, you may never receive a benefit from the Certificate, and the Guarantee Benefit Fee will not be refunded.



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The Group Contract and Certificate may terminate.

Your receipt of payments from us is subject to our claims paying ability.

• We reserve the right to increase the Guarantee Benefit Fee at any time. If we increase the Guarantee Benefit Fee,

then depending upon how long you live, you may not receive enough income to exceed the amount of total fees paid.

• The deduction of the Guarantee Benefit Fee each month will negatively affect the growth of your Covered Fund Value. The growth of your Covered Fund Value is likely important to you because you may never receive Installments during Settlement Phase. Therefore, depending on how long you live and how your investments perform, you may be financially better off without purchasing the Certificate.

• The Certificate limits your investment choices. Only certain funds are available under the Certificate. These Covered Funds may be managed in a more conservative fashion than other mutual funds available to you. If you do not purchase the Certificate, it is possible that you may invest in other mutual funds (or other types of investments) that experience higher growth or lower losses, depending on the market, than the Covered Funds experience. It is impossible to know how various investments will fare on a comparative basis.

• Covered Funds may become ineligible. If the Covered Fund that you invest in becomes ineligible for the Certificate, you will be forced to Transfer the Covered Fund Value to another Covered Fund. If the Transfer is not a same day Transfer, then it could cause your Certificate to be canceled. See “Adding and Removing Covered Funds.” We reserve the right to designate Covered Funds that were previously eligible for use with the Certificate as ineligible for use with the Certificate, for any reason including due to changes to their investment objectives. In the event that all Covered Funds become ineligible or are liquidated, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund may result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%. The Guarantee Benefit Fee will not be refunded if the Covered Funds become ineligible or are liquidated.

• The Group Contract Owner may terminate the Group Contract upon 75 days written notice to us. If the Group Contract Owner terminates the Group Contract, then all benefits, rights, and privileges provided by the Group Contract, including without limitation, the Certificate, shall terminate. In this event, you may choose to utilize the Covered Fund Value in the ways described later in this prospectus under “Termination of the Group Contract—If the Group Contract Owner Terminates the Group Contract.” The Guarantee Benefit Fee will not be refunded if the Group Contract Owner terminates the Group Contract.

• We may terminate the Group Contract upon 75 days written notice to the Group Contract Owner. If we terminate the Group Contract, such termination will not adversely affect your rights under the Group Contract, except that we will not permit additional Certificate Contributions to the Covered Fund. However, we will accept reinvested dividends and capital gains. You will still be obligated to pay the Guarantee Benefit Fee.

• The IRA may terminate. IRAs can be terminated, such as by a full distribution of all of the assets in the IRA. You generally can choose to discontinue your own IRA, and either receive a distribution from the IRA or transfer it to another IRA provider. Also, most IRA providers reserve the right to resign from the IRA; if that happens, in most cases you can choose to have your IRA either distributed to you or transferred to another IRA provider. In the event of a complete IRA termination, either because your IRA is distributed to you or transferred to another IRA provider that does not offer the Certificate, then all benefits, rights, and privileges provided by the Group Contract, including without limitation, the Certificate, shall terminate. In this event, you may choose to utilize the Covered Fund Value in the ways described later in this prospectus under “Termination of the Group Contract—Other Termination.” The Guarantee Benefit Fee will not be refunded if the IRA terminates.

• The Certificate will terminate if the Guaranteed Benefit Fee is not paid. If we do not receive the Guarantee Benefit

Fee (except during Settlement Phase), including as a result of the failure of your IRA custodian to submit it to us, the Certificate will terminate as of the date that the fee is due.

• Any payments we are required to make to you under the Certificate will depend on our long-term ability to make such payments. We will make all payments under the Certificate in Settlement Phase from our general account, which is not insulated from the claims of our third party creditors. Therefore, your receipt of payments from us is subject to our



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Currently, our financial strength is rated by three nationally recognized statistical rating organizations (“NRSRO”), ranging from superior to excellent to very strong. Our ratings reflect the NRSROs’ opinions that we have a superior, excellent, or a very strong ability to meet our ongoing obligations. An excellent and very strong rating means that we may have somewhat larger long-term risks than higher rated companies that may impair our ability to pay benefits payable on outstanding insurance policies on time. The financial strength ratings are the NRSROs’ current opinions of our financial strength with respect to our ability to pay under our outstanding insurance policies according to their terms and the timeliness of payments. The NRSRO ratings are not specific to the Certificate.

You may obtain information on our financial condition by reviewing Form 10-K, which is the Annual Report we file with the Securities and Exchange Commission pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934. Our Form 10-K for the fiscal year ended December 31, 2011, is incorporated herein by reference. For further information, see “Financial Condition of the Company” later in this prospectus.

There may be tax consequences associated with the Certificate.

Other Information

THE CERTIFICATE

The Certificate is a group fixed deferred annuity certificate. Certificates are offered only to IRA owners whose assets are invested in one or more Covered Funds. The Certificates are designed for IRA owners who intend to use the investments in the Covered Fund in their IRA as the basis for periodic withdrawals (such as systematic withdrawal programs involving regular annual withdrawals of a certain percentage of the Covered Fund Value) to provide income payments for retirement or for other purposes. For more information about the Covered Funds, you should talk to your advisor and review the accompanying prospectuses for the Covered Funds.

Provided that specified conditions are met, the Certificate provides for a guaranteed income over the remaining life of the Certificate Owner (or, if these are joint Covered Persons, the remaining lives of both joint Covered Persons), should the Covered Fund Value equal zero as a result of GAWs, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA fees, custodian fees, advisory fees), and/or Covered Fund performance.


The Certificate provides protection relating to your Covered Funds by ensuring that, regardless of how your Covered Fund(s) actually performs or the actual Covered Fund Value when you begin your GAWs for retirement or other purposes, you will receive predictable income payments for as long as you live so long as specified conditions are met.

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• The Certificate is novel and innovative and to date, the tax consequences of the Certificate have not been addressed

in published legal authorities. You should consult a tax advisor before purchasing a Certificate. See “Taxation of the Certificate” later in this prospectus for further discussion of tax issues relating to the Certificate.

• You should be aware of various regulatory protections that do and do not apply to the Certificate. Your Certificate is registered in accordance with the Securities Act of 1933. The issuance and sale of your Certificate must be conducted in accordance with the requirements of the Securities Act of 1933. We are also subject to applicable periodic reporting requirements and other requirements imposed by the Securities Exchange Act of 1934.

• We are neither an investment company nor an investment adviser and do not provide investment advice to you in connection with the Certificate. Therefore, we are not governed by the Investment Advisers Act of 1940 (the “Advisers Act”) or the Investment Company Act of 1940 (the “1940 Act”). Accordingly, the protections provided by the Advisers Act and the 1940 Act are not applicable with respect to our sale of the Certificate to you.

• The Certificate does not protect the assets in your IRA from your creditors. The assets in your IRA are owned by you and not us. We have no control over any of the assets in your IRA. The assets in your IRA are not subject to our creditors. However, assets in your IRA may be subject to being directly attached by your creditors. Any liquidation of any Covered Fund will be considered an Excess Withdrawal and it may reduce your Benefit Base.



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In general, if you purchase shares of one of the Covered Funds, you are required to purchase the Certificate. Currently, you may elect to purchase the Certificate by completing the election form and purchasing one or more of the Covered Funds described below. The actual date of purchase of the Certificate will depend on which Covered Fund shares you purchase. For the Maxim SecureFoundation Lifetime Portfolios, you do not actually purchase the Certificate until the first Business Day of the year that is ten years prior to the date in the name of the fund, which is known as the “Guarantee Trigger Date.” (The Guarantee Trigger Date is also your Certificate Election Date.) Thus, it is possible to redeem the shares of a Maxim SecureFoundation Lifetime Portfolio prior to the Guarantee Trigger Date. For example, if you purchase shares of the Maxim SecureFoundation Lifetime 2055 Portfolio, you will not purchase the Certificate until January 3, 2045, you will not have any rights or benefits under the Certificate until January 3, 2045, and you will not be charged the Guarantee Benefit Fee until the end of January 2045, and if you choose to redeem all of your shares prior to January 3, 2045, you will not be charged the Guarantee Benefit Fee.

If you later decide that you do not want to maintain the Certificate, you will need to redeem all of your shares in the Covered Fund in order to cancel the Certificate. You cannot remain invested in a Covered Fund without owning a Certificate.

You should note that the Company issues the Certificates, but the Company is not your investment adviser and does not provide investment advice to you in connection with the Certificate.

As described in more detail in the Covered Fund prospectuses, in addition to the Guarantee Benefit Fee, there are certain fees and charges associated with the Covered Funds, which may reduce your Covered Fund Value. These fees may include management fees, distribution fees, acquired fund fees and expenses, redemption fees, exchange fees, advisory fees, and/or administrative fees.

The following information about the Covered Funds is only a summary of important information you should know. More detailed information about the Covered Funds’ investment strategies and risks are included in each Covered Fund’s prospectus. Please read that separate prospectus carefully before investing in a Covered Fund.

MAXIM SECUREFOUNDATION BALANCED PORTFOLIO

The portfolio is designed for investors seeking a professionally designed asset allocation program to simplify the accumulation of assets prior to retirement together with the potential benefit of the guarantee that may be provided by the Certificate. The portfolio strives to provide shareholders with a high level of diversification primarily through both a professionally designed asset allocation model and professionally selected investments in underlying portfolios (the “Underlying Portfolios”). The intended benefit of asset allocation is diversification, which is expected to reduce volatility over the long-term.

The portfolio is a “fund of funds” that pursues its investment objective by investing in other mutual funds, including Underlying Portfolios that may or may not be affiliated with the Maxim SecureFoundation Balanced Portfolio, cash and cash equivalents.

Only the Class L share class of the Maxim SecureFoundation Balanced Portfolio is available. Class L shares have a distribution or “Rule 12b-1” plan. The distribution plan provides for a distribution fee that is paid out of Class L’s assets on an ongoing basis. Because the distribution fee is paid out of Class L’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.




Under normal conditions, the portfolio will invest 50-70% of its net assets (plus the amount of any borrowings for investment purposes) in Underlying Portfolios that invest primarily in equity securities and 30-50% of its net assets (plus the amount of any borrowings for investment purposes) in Underlying Portfolios that invest primarily in fixed income securities.

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MAXIM SECUREFOUNDATION LIFETIME PORTFOLIOS

There are nine separate Maxim SecureFoundation Lifetime Portfolios. These are the:

Maxim SecureFoundation Lifetime 2015 Portfolio Maxim SecureFoundation Lifetime 2020 Portfolio Maxim SecureFoundation Lifetime 2025 Portfolio Maxim SecureFoundation Lifetime 2030 Portfolio Maxim SecureFoundation Lifetime 2035 Portfolio Maxim SecureFoundation Lifetime 2040 Portfolio Maxim SecureFoundation Lifetime 2045 Portfolio Maxim SecureFoundation Lifetime 2050 Portfolio Maxim SecureFoundation Lifetime 2055 Portfolio

Each Maxim SecureFoundation Lifetime Portfolio provides an asset allocation strategy and is designed to meet certain investment goals based on an investor’s investment horizon (such as projected retirement date) and personal objectives.

Each Maxim SecureFoundation Lifetime Portfolio is a “fund of funds” that pursues its investment objective by investing in other mutual funds, including mutual funds that may or may not be affiliated with the Maxim SecureFoundation Lifetime Portfolios (collectively, “Underlying Portfolios”), a fixed interest contract issued and guaranteed by GWL&A, cash, and cash equivalents. The Maxim SecureFoundation Lifetime Portfolios use asset allocation strategies to allocate assets among the Underlying Portfolios.

Only the Class L share class of the Maxim SecureFoundation Lifetime Portfolios is available. Class L shares have a distribution or “Rule 12b-1” plan. The distribution plan provides for a distribution fee that is paid out of Class L’s assets on an ongoing basis. Because the distribution fee is paid out of Class L’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.


Each Maxim SecureFoundation Lifetime Portfolio seeks long-term capital appreciation and income consistent with its current asset allocation.


Each Maxim SecureFoundation Lifetime Portfolio seeks to achieve its objective by investing in a professionally selected mix of Underlying Portfolios that is tailored for investors planning to retire in, or close to, the year designated in the name of the SecureFoundation Lifetime Portfolio. Depending on its proximity to the year designated in the name of the Maxim SecureFoundation Lifetime Portfolio, each Maxim SecureFoundation Lifetime Portfolio employs a different combination of investments among different Underlying Portfolios in order to emphasize, as appropriate, growth, income, and/or preservation of capital. Over time until the Guarantee Trigger Date, each Maxim SecureFoundation Lifetime Portfolio’s asset allocation strategy will generally become more conservative, with greater emphasis on investments that provide for income and preservation of capital, and less on those offering the potential for growth. Once a Maxim SecureFoundation Lifetime Portfolio reaches its Guarantee Trigger Date, the asset allocation between equity and fixed-income investments is anticipated to become relatively static, subject to any revisions to the asset classes, asset allocations, and Underlying Portfolios made by Maxim Capital Management, LLC. After its Guarantee Trigger Date, it is anticipated that each Maxim SecureFoundation Lifetime Portfolio will invest 50-70% of its net assets in Underlying Portfolios that invest primarily in equity securities and 30-50% of its net assets in Underlying Portfolios that invest primarily in fixed income securities.


We may, without the consent of you or the Group Contract Owner, offer new Covered Fund(s) or cease offering Covered Fund(s). We will notify the Group Contract Owner whenever the Covered Fund(s) are changed. If we cease offering a Covered Fund in which you are invested, then you will be forced to Transfer the Covered Fund Value to another Covered Fund. This Transfer must be a same day Transfer between Covered Funds (i.e., shares of a Covered Fund are sold and shares of another Covered Fund are purchased on the same day). If it is not a same day Transfer between Covered Funds, then this is considered an Excess Withdrawal. Excess Withdrawals could cause the Benefit Base of the Covered Fund(s) to be reduced to zero, which would generally cause your Certificate to be canceled. In the event that we cease offering all of the Covered Funds, we will designate a new fund as a Covered Fund. The new Covered Fund may have higher fees and charges and different investment

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objectives/strategies than the ineligible Covered Fund. In addition, designating a new fund as a Covered Fund, may result in an increase in the current Guarantee Benefit Fee, which will not exceed the maximum Guarantee Benefit Fee of 1.5%.

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IRA ROLLOVERS

You may fund your IRA with proceeds rolled over or directly transferred from a tax-deferred retirement plan established under Section 401(a), 403(a), 403(b), or 457(b) of the Code (“tax-deferred retirement plan”). If your rollover is from a tax-deferred retirement plan and you have previously elected a Great-West guaranteed lifetime withdrawal product as part of your investments in your tax-deferred retirement plan, your Benefit Base may be equal to your benefit base as it existed under your prior tax-deferred retirement plan immediately prior to your rollover. Your new Benefit Base after the IRA rollover will only equal the benefit base you had under your tax-deferred retirement plan if you: (a) invest the rollover or transfer proceeds covered by the Great-West guaranteed lifetime withdrawal benefit product immediately prior to distribution from the tax-deferred retirement plan in the Covered Fund(s); (b) invest in the same Covered Fund approved by Great-West, as described below, except if you are in Settlement Phase; and (c) you Request the restoration of the benefit base as it existed under your tax-deferred retirement plan. To maintain the same Benefit Base, you must be in the same Phase that you were in at the time of the rollover or transfer after the rollover or transfer is complete. If you do not meet these requirements, a new Benefit Base will be established that is equal to your Covered Fund Value as of the date of the rollover and your Guarantee Benefit fee will be calculated as a percentage of your Covered Fund Value.

In order to be eligible to maintain your Benefit Base from your tax-deferred retirement plan, you must invest in the corresponding Covered Fund in the IRA as described below:

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Covered Fund held in tax-deferred retirement plan Corresponding Covered Fund in IRAMaxim SecureFoundation Balanced Portfolio – Class G orClass G1

Maxim SecureFoundation Balanced Portfolio – Class L

Maxim SecureFoundation Lifetime 2015 Portfolio – Class G or Class G1

Maxim SecureFoundation Lifetime 2015 Portfolio – Class L

















Orchard SecureFoundation Balanced Fund Maxim SecureFoundation Balanced Portfolio – Class L

Orchard SecureFoundation Lifetime 2015 Fund




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Your new Covered Fund Value after the IRA rollover will initially equal the Covered Fund Value as of the date of the rollover. We will calculate your Guarantee Benefit Fee as a specified percentage of your Covered Fund Value.


As stated previously in this prospectus, the Certificate has three phases: an “Accumulation Phase,” “GAW Phase,” and “Settlement Phase.” The Accumulation Phase is described in the following section of this prospectus.

The Accumulation Phase is the period of time between the Certificate Election Date, which is the date your Certificate is issued by Great-West, and the first day of the GAW Phase. During this Phase, you will establish your Benefit Base which will be used later to determine the amount of your GAWs.

Covered Fund Value.

Your Covered Fund Value is the aggregate value of the shares in each Covered Fund held in your Account. If your Covered Fund Value is reduced to zero as a result of Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract ( e.g., IRA fees, custodian fees, advisory fees), and/or GAWs, we will make annual payments to you for the rest of your life. See “The Settlement Phase” below. Your Covered Fund Value also determines the amount of the Guarantee Benefit Fee we deduct under the Certificate. See “Guarantee Benefit Fee” below.

Your Covered Fund Value is an actual cash value separate from your Benefit Base (which is only used to calculate Installment Payments during the GAW Phase and the Settlement Phase). Your Covered Fund Value and your Benefit Base may not be equal to one another.

We do not increase or decrease your Covered Fund Value. Rather, your Covered Fund Value is increased or decreased in the same manner that all mutual fund values increase or decrease. For example, reinvested dividends, settlements, and positive Covered Fund performance (including capital gains)) will increase your Covered Fund Value, and fees and expenses associated with the Covered Funds and negative Covered Fund performance (including capital losses) will decrease your Covered Fund Value.

Your Covered Fund Value will also increase each time you purchase additional fund shares, such as by making a Certificate Contribution, and will decrease each time you redeem shares, such as through payment of the Guarantee Benefit Fee or as a result of Distributions, Excess Withdrawals, Installments, and Transfers from a Covered Fund to another investment option offered under the IRA (other than another Covered Fund).

Your Covered Fund Value is not affected by any Ratchet or Reset of the Benefit Base (described below).

Benefit Base.

Your Benefit Base is separate from your Covered Fund Value. It is not a cash value. Rather, your Benefit Base is used to

Covered Fund held in tax-deferred retirement plan Corresponding Covered Fund in IRAOrchard SecureFoundation Lifetime 2025 Fund














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calculate Installment Payments during the GAW Phase and the Settlement Phase. Your Benefit Base and your Covered Fund Value may not be equal to one another.

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On your Certificate Election Date, the initial Benefit Base is equal to your Covered Fund Value on that date. However, if your initial Certificate Contribution is a rollover from a tax deferred retirement plan, your Benefit Base may instead equal the benefit base you had under your tax deferred retirement plan. See “IRA Rollovers” above for more information. Each Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base cannot be transferred to another Covered Fund unless we require a Transfer as a result of the Covered Fund being eliminated or liquidated.


Subsequent Certificate Contributions to Your Account.

During the Accumulation Phase, you may make additional Certificate Contributions to the Covered Funds in addition to your initial Certificate Contribution. Subsequent Certificate Contributions can be made by cash deposit (subject to limitations under federal tax law), Transfers, or may include rollovers from other retirement accounts. Additional Certificate Contributions may not be made after the Accumulation Phase ends.

All additional Certificate Contributions made after the Certificate Election Date will increase the Benefit Base dollar-for-dollar on the date the Certificate Contribution is made. We will not consider the additional purchase of shares of a Covered Fund through reinvested dividends, capital gains, and/or settlements to be a Certificate Contribution. However, they will increase the Covered Fund Value.

Great-West reserves the right to refuse additional Certificate Contributions at any time and for any reason. If Great-West refuses additional Certificate Contributions, you will retain all other rights under the Certificate.


During the Accumulation Phase, the Benefit Base will be evaluated and, if necessary, adjusted on an annual basis. This is known as the Ratchet Date and it occurs on the anniversary of the Certificate Election Date. It is important to be aware that even though your Covered Fund Value may increase throughout the year due to dividends, capital gains, or settlements from the underlying Covered Fund, the Benefit Base will not similarly increase until the next Ratchet Date. Unlike Covered Fund Value, your Benefit Base will never decrease solely due to negative Covered Fund performance.

On each Ratchet Date during the Accumulation Phase, the Benefit Base is automatically adjusted (“ratcheted”) to the greater of:



• We increase your Benefit Base on a dollar-for-dollar basis each time you make a Certificate Contribution.

• We decrease your Benefit Base on a proportionate basis each time you make an Excess Withdrawal.

• On each Ratchet Date (described below), we will increase your Benefit Base to equal your current Covered Fund Value

if your Covered Fund Value is greater than your Benefit Base. (If so, your Benefit Base will then reflect positive Covered Fund performance.)

• The Benefit Base is used only for purposes of calculating your Installment Payments during the GAW Phase and the

Settlement Phase. It has no other purpose. The Benefit Base does not provide and is not available as a cash value or settlement value.

• It is important that you do not confuse your Benefit Base with the Covered Fund Value.

• During the Accumulation Phase and the GAW Phase, the Benefit Base will be re-calculated each time you make a

Certificate Contribution or Excess Withdrawal, as well as on an annual basis as described below, which is known as your Ratchet Date.

Example of Ratchet Date Adjustments during the Accumulation Period Assume the following:



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Benefit Base on Certificate Election Date (of January 2, 2013) = $100,000 Covered Fund Value on Certificate Election Date = $100,000 Increase in Covered Fund Value due to Dividends and Capital Gains paid July 1, 2013 = $5,000



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Because the Certificate is held in your IRA, you may make withdrawals or change your Account investments at any time and in any amount that you wish, subject to any federal tax limitations. During the Accumulation Phase, however, any withdrawals or Transfers from your Covered Fund Value will be categorized as Excess Withdrawals. Any withdrawals to satisfy your required distribution obligations under the Code will be considered an Excess Withdrawal if taken during the Accumulation Phase.

You should carefully consider the effect of an Excess Withdrawal on both the Benefit Base and the Covered Fund Value during the Accumulation Phase, as this may affect your future benefits under the Certificate. In the event you decide to take an Excess Withdrawal, as discussed below, your Covered Fund Value will be reduced dollar-for-dollar in the amount of the Excess Withdrawal. The Benefit Base will be reduced at the time the Excess Withdrawal is made by the ratio of the Covered Fund Value after the Excess Withdrawal reduction is applied. Accordingly, your Benefit Base could be reduced by more than the amount of the withdrawal.


A Distribution or Transfer during the Accumulation Phase is considered an Excess Withdrawal. An Excess Withdrawal will reduce your Benefit Base and Covered Fund Value. A Distribution occurs when money is paid to you from the Covered Fund Value. A Transfer occurs when you transfer money from a Covered Fund to another IRA investment. A Transfer will occur even if you transfer money from one Covered Fund to a different Covered Fund in your IRA. If you Transfer any amount out of out of the Maxim SecureFoundation Balanced Portfolio or the Maxim SecureFoundation Lifetime Portfolios after the Guarantee Trigger Date, then you will be prohibited from making any Transfers into the same Covered Fund for at least ninety

Covered Fund Value on July 1, 2013 = $105, 000 Benefit Base on July 1, 2013 = $100,000 No other Certificate Contributions, Dividends, or Capital Gains are paid to the Account for the rest of the year. Covered Fund Value on January 2, 2014 = $105,000 So, because the Covered Fund Value is greater than the Benefit Base on the Ratchet Date (January 2, 2014), the Benefit Base is adjusted to $105,000 effective January 2, 2014.

Example of Effects of an Excess Withdrawal taken during the Accumulation Period Assume the following: Covered Fund Value before the Excess Withdrawal adjustment = $50,000 Benefit Base = $100,000 Excess Withdrawal amount: $10,000 So, Covered Fund Value after adjustment= $50,000 - $10,000 = $40,000 Covered Fund Value adjustment = $40,000/$50,000 = 0.80 Adjusted Benefit Base = $100,000 x 0.80 = $80,000

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(90) calendar days.

Note: The Certificate does not require us to warn you or provide you with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving your Covered Fund. You should carefully monitor your Covered Fund, any withdrawals from your Covered Fund, and any changes to your Benefit Base. You may contact us at 1-866-317-6586 for information about your Benefit Base.

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At the time of any partial or periodic Distribution, if the Covered Person is 55 years of age or older, you may elect to begin the GAW Phase (as described below) and begin receiving GAWs at that time. If you choose not to begin the GAW Phase, the Distribution will be treated as an Excess Withdrawal and will reduce your Covered Fund Value and your Benefit Base (as described above).

If the Covered Person is not yet 55 years old, then any partial or periodic Distribution will be treated as an Excess Withdrawal as described above.

Any Distribution made during the Accumulation Phase to satisfy any contribution limitation imposed under federal law will be considered an Excess Withdrawal at all times. You should consult a qualified tax advisor regarding contribution limits and other tax implications.


If a GLWB Elector dies during the Accumulation Phase, then we will terminate the Certificate and pay the Covered Fund Value to the Beneficiary in accordance with the terms of the IRA (unless an election is made by a Beneficiary that is the spouse of the GLWB Elector). A Beneficiary that is the spouse of the GLWB Elector may choose either to:

In either situation, the spouse Beneficiary shall become a GLWB Elector and the Ratchet Date will be the date when his or her Account is established.

A Beneficiary who is not the spouse of the GLWB Elector cannot elect to maintain the current Benefit Base, but may elect to establish a new Account. The Benefit Base and Certificate Election Date will be based on the current Covered Fund Value on the date his or her Account is established.

To the extent to that the Beneficiary becomes a GLWB Elector, he or she will be subject to all terms and conditions of the Certificate, the IRA Contract, and the Code. Any election made by Beneficiary pursuant to this section is irrevocable.

THE GAW PHASE

The GAW Phase begins when you elect to receive GAWs under the Certificate. The GAW Phase continues until the Covered Fund Value reaches zero and the Settlement Phase begins.

The GAW Phase cannot begin until all Covered Persons attain age 55 and are eligible to begin distributions under the IRA and the Code. The Code generally permits distributions from IRAs at any time (subject to a penalty tax in some cases), as do most (but not all) IRAs. Installments will not begin until Great-West receives appropriate and satisfactory information about the age of the Covered Person(s) in good order and in manner reasonably satisfactory to Great-West.

In order to initiate the GAW Phase, you must submit a written Request to Great-West. At that time, you must provide sufficient documentation for Great-West to determine the age of each Covered Person.

Because the GAW Phase cannot begin until all Covered Persons under the Certificate attain age 55, any Distributions taken before then will be considered Excess Withdrawals and will be deducted from the Covered Fund Value and Benefit Base. See “Accumulation Phase” for more information. No Certificate Contributions may be made to the Covered Fund(s) on and after the Initial Installment Date, which is the date that GAWs begin.

Because of decreasing life expectancy as you age, in certain circumstances, the longer you wait to start taking GAWs, the less likely it is that you will benefit from your Certificate. On the other hand, the earlier you begin taking GAWs, the lower the GAW Percentage you will receive and therefore the lower your GAWs (if any) will be. You should talk to your advisor before initiating the GAW Phase to determine the most financially beneficial time for you to begin taking GAWs.

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• become a new GLWB Elector and maintain the deceased GLWB Elector’s current Benefit Base (or proportionate

share if multiple Beneficiaries) as of the date of death; or

• to establish a new Account with a new Benefit Base based on the current Covered Fund Value on the date of the

deceased GLWB Elector’s death.



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Installments.

It is important that you understand how the GAW is calculated because it will affect the benefits you receive under the Certificate. Once the GAW Phase has been initiated and the age of the Covered Person(s) is verified, we will determine the amount of the GAW.

To determine the amount of the GAW, we will compare the current Benefit Base to the current Covered Fund Value on the Initial Installment Date. If the Covered Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the Covered Fund Value, and the GAW will be based on the increased Benefit Base amount.

During the GAW Phase, your Benefit Base will receive an annual adjustment or “ratchet” just as it did during the Accumulation Phase. Your Ratchet Date will become the anniversary of Initial Installment Date and will no longer be the anniversary of the Certificate Election Date.

Just like the Accumulation Phase, the Benefit Base will be automatically adjusted on an annual basis, on the Ratchet Date, to the greater of:



Your Benefit Base is used to calculate the GAW you receive. However, even though the Benefit Base is adjusted annually, your GAW% will not change unless you request a Reset of the GAW%. See “The GAW Phase—Optional Resets of the GAW% During the GAW Phase” below.

It is important to note that Installments during the GAW Phase will reduce your Covered Fund Value on a dollar-for-dollar basis, but they will not reduce your Benefit Base.


The GAW% is based on the age of the Covered Person(s) as of the date we calculate the first Installment. If there are two Covered Persons the percentage is based on the age of the younger Covered Person.


The GAW will then be calculated by multiplying the Benefit Base by the GAW%. The amount of the Installment equals the GAW divided by the number of payments per year under the elected Installment Frequency Option, as described below.

Sole Covered Person Joint Covered Person4.0% for life at ages 55-64 3.5% for youngest joint life at ages 55-645.0% for life at ages 65-69 4.5% for youngest joint life at ages 65-696.0% for life at ages 70-79 5.5% for youngest joint life at ages 70-797.0% for life at ages 80+ 6.5% for youngest joint life at ages 80+

Numerical Example of GAW Calculation Assume the following: Sole Covered Person Age of Covered Person at Initial Installment Date: 60Covered Fund Value = $120,000Current Benefit Base = $115,000Adjusted Benefit Base at Initial Installment Date = $120,000*GAW% based on Age = 4.0% GAW% x (Adjusted Benefit Base) = 4.0% x $120,000 = $4,800Installment Frequency = Monthly (12 payments per year) So GAW/Installment Frequency = $4,800/12 = $400



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Any election which affects the calculation of the GAW is irrevocable. Please consider all relevant factors when making an election to begin the GAW Phase. For example, an election to begin receiving Installments based on a sole Covered Person cannot subsequently be changed to joint Covered Persons once the GAW Phase has begun. Similarly, an election to receive Installments based on joint Covered Persons cannot subsequently be changed to a sole Covered Person.


Your Installment Frequency Options are as follows:

(a) Annual – the GAW will be paid on the Initial Installment Date and each anniversary annually, or next business day, thereafter.

(b) Semi-Annual – half of the GAW will be paid on the Initial Installment Date and in Installments every 6 month anniversary, or next business day, thereafter.

(c) Quarterly – one quarter of the GAW will be paid on the Initial Installment Date and in Installments every 3 month anniversary, or next business day, thereafter.

(d) Monthly – one-twelfth of the GAW will be paid on the Initial Installment Date and in Installments every monthly anniversary, or next business day, thereafter.

You may Request to change the Installment Frequency Option starting on each Ratchet Date during the GAW Phase.

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Numerical Example of GAW Calculation, Joint Covered Persons Assume the following: Joint Covered Persons Age of primary Covered Person at Initial Installment Date: 65Age of joint Covered Person at Initial Installment Date: 58Youngest Age for Determination of GAW: 58Covered Fund Value = $120,000Current Benefit Base = $115,000Adjusted Benefit Base at Initial Installment Date = $120,000*GAW% based on Age = 3.5% GAW% x (Adjusted Benefit Base) = 3.5% x $120,000 = $4,200Installment Frequency = Monthly (12 payments per year) So GAW/Installment Frequency = $4,200/12 = $350The monthly Installment will be $350


Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the Covered Fund Value, and the GAW will be based on the increased Benefit Base amount. See “Installments” above.



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At any time during the GAW Phase, if you are receiving Installments more frequently than annually, you may elect to take a lump sum Distribution up to the remaining scheduled amount of the GAW for that year.

Suspending and Re-Commencing Installments After a Lump Sum Distribution. It is your responsibility to Request the suspension of the remaining Installments that are scheduled to be paid during the year until the next Ratchet Date and to re-establish Installments upon the next Ratchet Date, if applicable. If you choose not to

Numerical Example of Lump Sum Distribution Assume the following: GAW = $4,800 with a monthly distribution of $400Three monthly Installments have been made (3 x $400 = $1,200) Remaining GAW = GAW – paid Installments to date = $4,800 - $1,200 = $3,600 So, a Lump Sum Distribution of $3,600 may be taken.

suspend the remaining Installments for the year, an Excess Withdrawal may occur. (See “- Effect of Excess Withdrawals During the GAW Phase” described below).

After receiving a Lump Sum Distribution and suspending Installments, you must notify Great-West that you wish to recommence Installment payments for the next year. Great-West must receive notice 30 calendar days before the next Ratchet Date that you wish to recommence payments; otherwise, Great-West will not make any Installments. The Ratchet Date will not change if Installments are suspended.


You may Request, on an annual basis, a Reset of the GAW% during the GAW Phase at least thirty (30) calendar days prior to the Ratchet Date.

If requested, Great-West will multiply the Covered Fund Value as of the Ratchet Date by the GAW% (based on your, or the younger joint Covered Person’s, Attained Age on the Ratchet Date) and determine if it is higher than the current Benefit Base multiplied by the current applicable GAW%. If so, the current GAW% will change to the Attained Age GAW% and the Benefit Base will change to the current Covered Fund Value as of the Ratchet Date. If it does not, the Reset shall be void but a Ratchet may still occur. If the Reset takes effect, it will be effective on the Ratchet Date as the Ratchet Date does not change due to Reset.

If (Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) is greater than (Current GAW%) x (Current Benefit Base)

Then (Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) becomes new GAW and (Covered Fund Value) = (New Benefit Base)

Numerical Example When Reset is Beneficial Assume the following: Age at Initial Installment Date: 60Attained Age: 70 Covered Fund Value = $120,000 Current Benefit Base = $125,000 Current GAW% before Ratchet Date: 4%Attained Age GAW% after Ratchet Date: 6%



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(Current GAW%) x (Current Benefit Base) = 4% x $125,000 = $5,000(Attained Age GAW%) x (Covered Fund Value) = 6% x $120,000 = $7,200 So New GAW Amount is $7,200 New Benefit Base is $120,000 New GAW% is 6%



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After the Initial Installment Date, a Distribution or Transfer that is greater than the GAW will be considered an Excess Withdrawal. The Benefit Base will be adjusted by the ratio of the new Covered Fund Value (after the Excess Withdrawal) to the previous Covered Fund Value (after the GAW).


Withdrawals taken during the GAW Phase to meet required minimum distribution requirements, in the proportion of your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), will be deemed to be within the contract limits for your Certificate and will not be treated as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum distribution amount calculated under the Code and regulations issued thereunder as in effect on the Certificate Date. In the event of a dispute about the required minimum distribution amount, our determination will govern.

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Numerical Example When Reset is NOT Beneficial Assume the following: Age at Initial Installment Date: 60Attained Age: 70 Covered Fund Value = $75,000 Current Benefit Base = $125,000 Current GAW% before Ratchet: 4%Attained Age GAW% after Ratchet Date: 6% (Current GAW %) x (Current Benefit Base) = 4% x $125,000 = $5,000(Attained age withdrawal %) x (Covered Fund Value) = 6% x $75,000 = $4,500 So, because $4,500 is less than current GAW of $5,000, no Reset occurs.

Numerical Example Effect of Excess Withdrawals During the GAW Phase Assume the following: Covered Fund Value before GAW = $55,000Benefit Base = $100,000 GAW%: 5% GAW Amount = $100,000 x 5% = $5,000 Total annual withdrawal: $10,000 So, Excess Withdrawal = $10,000 – $5,000 = $5,000Covered Fund Value after GAW = $55,000 – $5,000 = $50,000Covered Fund Value after Excess Withdrawal = $50,000 – $5,000 = $45,000Covered Fund Value Adjustment due to Excess Withdrawal = $45,000/$50,000 = 0.90 Adjusted Benefit Base = $100,000 x 0.90 = $90,000Adjusted GAW Amount (assuming no Benefit Base increase on succeeding Ratchet Date) = $90,000 x 5% = $4,500



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Note: The Certificate does not require us to warn you or provide you with notice regarding potentially adverse consequences that may be associated with any withdrawals or other types of transactions involving your Covered Fund. You should carefully monitor your Covered Fund, any withdrawals from your Covered Fund, and any changes to your Benefit Base. You may contact us at 1-866-317-6586 for information about your Benefit Base.


If You Die After the Initial Installment Date as a Sole Covered Person.

If you die after the Initial Installment date without a joint Covered Person, the Certificate will terminate and no further Installments will be paid. The remaining Covered Fund Value shall be distributed to the Beneficiaries in accordance with the IRA. If permitted by the IRA and the Code, the GLWB Elector’s Beneficiary may elect to become an Owner in which event an initial Benefit Base shall be established and he or she will be subject to all terms and conditions of the Certificate, the IRA Contract and the Code. This will be a new Certificate Election Date. Any election made by the Beneficiary is irrevocable.

If You Die After the Initial Installment Date while Joint Covered Person is Living.

Upon your death after the Initial Installment Date, and while the joint Covered Person is still living, the joint Covered Person/Beneficiary may elect to become an Owner (if permitted by the IRA and the Code) and he or she will acquire all rights under the Certificate and continue to receive GAW Installments based on your original election. Installments may continue to be paid to the surviving Covered Person based on the GAW% for joint Covered Persons as described above.

Installments will continue to be paid to the surviving Covered Person until his or her death and the surviving Covered Person’s beneficiary will receive any remaining Covered Fund Value on the date of death. Alternatively, he or she may elect to receive his or her portion of the Covered Fund Value on the date of death as a lump sum Distribution or can separately elect to become an Owner and will be subject to all terms and conditions of the Certificate, the IRA Contract and the Code. If the surviving Covered Person elects to separately become an Owner, the date of the election will be the new Ratchet Date.

Any election made by the Beneficiary is irrevocable.


The Settlement Phase begins when the Covered Fund Value has reduced to zero as a result of negative Covered Fund performance, the Guarantee Benefit Fee, certain other fees that are not directly associated with the Certificate or Group Contract (e.g., IRA fees, custodian fees, advisory fees), and/or GAWs, but the Benefit Base is still positive. It is also important to understand that the Settlement Phase is the first time that we use our own money to make Installments to you. During the GAW Phase, the GAWs are made first from your own investment.

Installments continue for your life under the terms of the Certificate, but all other rights and benefits under the Certificate will terminate. Installments will continue in the same frequency as previously elected, and cannot be changed during the SettlementPhase. If the Covered Fund Value is less than the amount of the final Installment in the GAW Phase, Great-West will pay the Installment within 7 days from the Installment Date. Distributions and Transfers are not permitted during the Settlement Phase.

During the Settlement Phase, the Guarantee Benefit Fee will not be deducted from the Certificate or from the Installments.

When the last Covered Person dies during the Settlement Phase, the Certificate will terminate and no Installments will be paid to the Beneficiary.

EXAMPLES OF HOW THE CERTIFICATE WORKS


• All Certificate Contributions are assumed to be at the end of the year and occur immediately before the next Ratchet

Date.


• All positive investment performance of the Covered Fund is assumed to be net of investment management fees.

• In all of the examples, you have access to your Covered Fund Value until it is depleted:



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If you die before the Covered Fund Value is depleted, the remaining Covered Fund Value would be available

to your Beneficiary.

If you need to take a withdrawal in excess of your GAW, you may take up to the Covered Fund Value, which

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Example 1 – Basic: Assume you buy the Certificate at age 65 and start taking GAWs in annual Installments immediately. Also, assume that the Covered Fund Value (net of investment management fees) decreases by 10% in the first two years and increases by 5% every year thereafter.

Details:

Result:

Illustration:

Example 2 – Ratchet: Assume you buy the Certificate at age 55 and start taking GAWs in annual Installments at age 65. Also, assume that the Covered Fund Value (net of investment management fees) increases by 5% in years 1 through 7, decreases by 10% in years 8 through 11, and increases by 5% thereafter.

Details:



• GAW Percent: 5%

• GAW Amount: $500,000 x 5% = $25,000



Year 1: -10%, Year 2: -10%, Years 3+: 5%

• You annually withdraw $25,000 from your Covered Fund until about age 87 when the Covered Fund is depleted:

At age 87 your Covered Fund Value is $9,474.

You withdraw the $9,474 which depletes the Covered Fund and you are now in Settlement Phase.

We provide the remaining $15,526 necessary to make the Installment of $25,000.




• GAW Percent: 5%



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Years 1 through 7: 5%, Years 8 through 11: -10%, Years 12+: 5%



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Result:

Illustration:

Example 3 – Additional Certificate Contributions: Assume you buy the Certificate at age 55 and you make annual Certificate Contributions of $2,500 until you start taking GAWs in annual Installments at age 65. Also, assume that the Covered Fund Value (net of investment management fees) decreases by 5% in years 1 through 10 and increases by 5% thereafter.

Details:

Result:

• Positive Covered Fund performance through year 7 results in a Covered Fund Value of $662,407 on your Ratchet

Date.

• Your Benefit Base Ratchets to $662,407.

• Covered Fund Value at the beginning of year 10 is $468,552, but GAWs are based on the Benefit Base, which is

$662,407.

GAWs are $662,407 x 5% = $33,120.


At age 81, your Covered Fund Value is $13,326.

You withdraw the $13,326 which depletes the Covered Fund and you are now in Settlement Phase. We

provide the remaining $19,794 necessary to make the Installment $33,120.




• Additional Annual Certificate Contributions until GAWs Begin: $2,500

• GAW Percent: 5%



Years 1 through 10: -5%, Years 11+: 5%



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• Poor Covered Fund performance in years 1 through 10 results in a Covered Fund Value of $291,493 at the end of

year 10.

• Your Benefit Base at the end of year 10 is $525,000 as a result of the additional Certificate Contributions in years 1

through 10.

GAWs are $525,000 x 5% = $26,250.


At age 79, your Covered Fund Value is $8,316. You withdraw the $8,316 which depletes the Covered Fund

and you are now in Settlement Phase. We provide the remaining $17,934 necessary to make the





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Illustration:


After you purchase your Certificate, you are required to pay the Guarantee Benefit Fee. The Guarantee Benefit Fee is set forth in your Certificate, and is based on the dollar amount of your Covered Fund Value (which may be the same as, higher than, or lower than, your Benefit Base due to factors that affect your Covered Fund Value between Ratchet Dates, such as Covered Fund performance). The Guarantee Benefit Fee will be deducted monthly as a separate charge from your Covered Fund and will be paid by redeeming the number of fund shares of your Covered Fund(s) equal to the Guarantee Benefit Fee.

Pursuant to the terms of the Certificate, you have agreed to have the Covered Fund’s transfer agent redeem the appropriate number of Covered Fund shares and transmit the corresponding amount of cash to your IRA custodian. The custodian, in turn, will submit this cash to us as payment of the Guarantee Benefit Fee. We will collect the fee from the custodian on a monthly basis in arrears. We reserve the right to change the frequency of the deduction, but will notify you in writing at least thirty (30) days prior to the change. Because your Benefit Base may not exceed $5,000,000, we will not charge the Guarantee Benefit Fee on an amount of your Covered Fund Value that exceeds $5,000,000.

Currently the Guarantee Benefit Fee is 0.90% and is subject to a minimum of 0.70% and a maximum of 1.50%. This is the guaranteed maximum or minimum Guarantee Benefit Fee we can ever charge for your Certificate. We may change the current fee within this minimum and maximum range at any time upon thirty (30) days written notice to you. We determine the Guarantee Benefit Fee based on observations of a number of experience factors, including, but not limited to, interest rates, volatility, investment returns, expenses, mortality, and lapse rates. We reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience factors change (although we will never increase the fee above the maximum or decrease the fee below the minimum). We do not need the happening of any event before we may change the Guarantee Benefit Fee.

The Guarantee Benefit Fee is in addition to any charges that are imposed in connection with advisory, custodial, and other services, and charges imposed by the mutual funds in which you invest.


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Example of how the Guarantee Benefit Fee is Computed (Covered Fund Value is Less Than Benefit Base) Date: 1/31/2013 Covered Fund Value = $100,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $100,000 / 12 = $75.00



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The Guarantee Benefit Fee compensates us for the costs and risks we assume for providing the Certificate (including marketing, administration, and profit).

If we do not receive the Guarantee Benefit Fee (except during Settlement Phase), including as a result of the failure of your IRA custodian to submit it to us, the Certificate will terminate as of the date that the fee is due.

Will you pay the same amount (in dollars) for the Withdrawal Guarantee every month?

Example of how the Guarantee Benefit Fee is Computed (Covered Fund Value is Greater Than Benefit Base) Date: 1/31/2013 Covered Fund Value = $130,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $130,000 / 12 = $97.50

Example 1: Declining Covered Fund Value results in declining Guarantee Benefit Fee Date: 1/31/2013 Covered Fund Value = $100,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $100,000 / 12 = $75.00 Date: 2/28/2013 Covered Fund Value = $90,000Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12Guarantee Benefit Fee = 0.90% x $90,000 / 12 = $67.50 Note: in this example, the Guarantee Benefit Fee declined because the Covered Fund Value declined. This could be the result of negative Covered Fund performance.

Example 2: Increasing Covered Fund Value results in increasing Guarantee Benefit Fee Date: 1/31/2013 Covered Fund Value = $100,000 Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12 Guarantee Benefit Fee = 0.90% x $100,000 / 12 = $75.00 Date: 2/28/2013 Covered Fund Value = $120,000 Benefit Base = $125,000 Guarantee Benefit Fee = 0.90% x Covered Fund Value / 12 Guarantee Benefit Fee = 0.90% x $120,000 / 12 = $90.00



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Note: in this example, the Guarantee Benefit Fee increased because the Covered Fund Value increased. This could be the result of several factors including positive Covered Fund performance, Transfers, or Certificate Contributions.



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DIVORCE PROVISIONS UNDER THE CERTIFICATE

In the event of a divorce whose decree affects a Certificate, we will require written notice of the divorce in a manner acceptable to us and a copy of the applicable Qualified Domestic Relations Order (“QDRO”). A QDRO is a domestic relations order that creates or recognizes the existence of an Alternate Payee’s right to receive all or a portion of the benefits payable with respect to a GLWB Elector. A QDRO may also assign an Alternate Payee the right to receive these benefits.

Depending on which phase the Certificate is in when we receive the QDRO, the benefits of the Certificate will be altered to comply with the QDRO. The Alternate Payee under the QDRO may make certain elections during the Accumulation or GAW Phases. Any elections made by the Alternate Payee are irrevocable To the extent that an Alternate Payee becomes a GLWB Elector, he or she will be subject to all terms and conditions of the Certificate, the IRA Contract and the Code.


Great-West will make payments to the Alternate Payee and/or establish an Account on behalf of the Alternate Payee named in a QDRO approved during the Accumulation Phase. The Alternate Payee is responsible for submitting a Request to begin Distributions in accordance with the Code.

If the Alternate Payee is the GLWB Elector’s spouse during the Accumulation Phase, he or she may elect to become a GLWB Elector, either by:

If the Alternate Payee elects to maintain the current Benefit Base, the Benefit Base and the Covered Fund Value will be divided between the GLWB Elector and the Alternate Payee. The Covered Fund Value will be divided pursuant to the terms of the QDRO. The Benefit Base will be divided in the same proportion as the Covered Fund Value.

In either situation, the Alternate Payee’s Certificate Election Date shall be the date the Account is established.

A non-spouse Alternate Payee cannot elect to maintain the current Benefit Base, or proportionate share, but may elect to establish a new GLWB. The Benefit Base and Certificate Election Date will be based on the current Covered Fund Value on the date his or her Account is established. Any election made by an Alternate Payee described in this section is irrevocable.


Great-West will make payment to the Alternate Payee and/or establish an Account on behalf of the Alternate Payee named in a QDRO approved during the GAW Phase. The Alternate Payee is responsible for submitting a Request to begin Distributions in accordance with the Code.

(i) maintaining the current proportionate Benefit Base of the previous GLWB Elector; or

(ii) establishing a new Benefit Base based on the current Covered Fund Value on the date his or her Account is established

and he or she will continue as a GLWB Elector.


Pursuant to the instructions in the QDRO, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the QDRO. The GLWB Elector may continue to receive the proportional GAWs after the accounts are split. If the Alternate Payee is the GLWB Elector’s spouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to become a GLWB Elector.

I f there are two Covered Persons.

Pursuant to the instructions in the QDRO, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the QDRO. The GLWB Elector may continue to receive the proportional GAWs after the accounts are split, based on the amounts calculated pursuant to the joint Covered Person GAW%.

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If the Alternate Payee is the GLWB Elector’s spouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to continue proportionate GAWs in the GAW Phase based on the amounts calculated pursuant to the joint Covered Persons GAW%, described in the GAW Phase – Calculation of Installment, after the accounts are split. A new Ratchet Date will be established for the Alternate Payee on the date the Accounts are split. Within thirty (30) days of each person’s Ratchet Date, the GLWB Elector and Alternate Payee can each elect a Reset based on the person’s own Attained Age GAW% for joint Covered Persons.

In the alternative, the Alternate Payee may establish a new GLWB in the Accumulation Phase with the Benefit Base based on the current Covered Fund Value on the date his or her Account is established.

A non-spouse Alternate Payee cannot elect to maintain the current Benefit Base or GAW but may elect to establish a new GLWB. The Benefit Base and Certificate Election Date will be based on the current Covered Fund Value on the date his or her Account is established. Any election made by an Alternate Payee described in this section is irrevocable.


If a Request in connection with a QDRO is approved during the Settlement Phase, Great-West will divide the Installment pursuant to the terms of the QDRO. Installments will continue pursuant to the lives of each payee.


If you elect to annuitize, if permitted by the IRA, prior to the Initial Installment Date, the Certificate will terminate for those Covered Fund assets and the Guarantee Benefit Fee will not be refunded. If, based upon information provided by the Certificate Owner, the GLWB Elector is entitled to a Distribution under the applicable terms and provisions of the IRA and the Code sections governing the IRA, all or a portion of an Account may be applied to an annuity payment option selected by the GLWB Elector, so long as the requirements of the Code are met. Thereafter, the Certificate shall no longer be applicable with respect to amounts in the annuity payment option.

The amount to be applied to an annuity payment option is: (i) the portion of the Account value elected by GLWB Elector, less (ii) Applicable Tax, if any, less (iii) any fees and charges described in the Certificate. The minimum amount that may be applied under the elected annuity option is $5,000. If any payments to be made under the elected annuity payment option will be less than $50, Great-West may make the payments in the most frequent interval that produces a payment of at least $50.

Great-West will issue a certificate or other statement setting forth in substance the benefits, rights, and privileges to which such person is entitled under the Group Contract, to each Annuitant describing the benefits payable under the elected annuity payment option.


An Annuitant is required to elect an annuity payment option. The Annuitant must Request an annuity payment option or change an annuity payment option no later than 30 days prior to the Annuity Commencement Date elected by the GLWB Elector.

To the extent available under the IRA, the annuity payment options are:

The annuity option that will always be available is the Income for Single Life Only Annuity. If this annuity option is elected, Great-West will make payments to the Annuitant at a frequency specified in the annuity certificate or other statement for the duration of the Annuitant’s lifetime. Payments will cease pursuant to the terms of the certificate or other statement.






• Any other form of annuity payment permitted under the IRA, if acceptable to Great-West.



Annuity purchase rates will be the same rates that are available for a Single Premium Immediate Annuity currently offered by Great-West at the time of annuitization.

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TERMINATION OF THE GROUP CONTRACT

The Certificate may be terminated if the Group Contract is terminated, as described below.

Either Great-West or the Group Contract Owner may terminate the Group Contract with advance written notice to the other party. The Group Contract termination date shall be the seventy-fifth (75 ) or next Business Day after the date written notice is received in the Administrative Offices in good order. Prior to the Group Contract termination date, Great-West and the Group Contract Owner may agree to an alternate Group Contract termination date.

If the Group Contract Owner Terminates the Group Contract.

Under the terms of the Group Contract, the Group Contract Owner may terminate the Group Contract. In this event, all benefits, rights, and privileges provided by the Group Contract, including without limitation the Certificate, shall terminate. We will not refund the Guarantee Benefit Fee upon termination of the Group Contract. However, the Group Contract Owner has agreed not to exercise its right to terminate the Group Contract. In the event of termination, you may choose to utilize the Covered Fund Value in the following ways:

If you are eligible to receive Distributions under the IRA:

If you do not elect or are not eligible to receive a Distribution:

The Covered Fund Value will be liquidated and invested pursuant to the terms of the IRA. This liquidation will cause the Benefit Base and the Covered Fund Value to be reduced to zero and any and all other benefits provided under the Group Contract and Certificate shall terminate on the Group Contract termination date.

If Great-West Terminates the Group Contract.

If Great-West terminates the Group Contract, such termination will not adversely affect the Certificate Owner’s rights under the Group Contract, except that additional Certificate Contributions may not be invested in the Covered Fund(s) other than reinvested dividends and capital gains. You will still be obligated to pay the Guarantee Benefit Fee.

Other Termination.

In addition, your rights under the Group Contract and the Certificate terminate if you terminate your IRA, such as by making a full distribution of all of the assets in the IRA, or move your IRA to an IRA provider that does not offer the Certificate. We will not refund the Guarantee Benefit Fee upon termination of the IRA.

In the event of a complete IRA termination, the affected GLWB Elector (“Terminated GLWB Elector”) may elect a direct rollover of his or her Covered Fund assets to an IRA that offers a Great-West approved GLWB feature, if available. In this situation, the Benefit Base and GAW, if applicable, will be retained as of the date of Distribution from the Covered Fund(s) and will apply to the new GLWB feature. Great-West determines in its sole discretion whether or not it will approve any GLWB feature. The terms and conditions of any new GLWB feature will likely differ from the terms and conditions of the Certificate. In addition, the fees associated with any new GLWB feature will likely differ from, and may be greater than, the Guarantee Benefit Fee.

The Terminated GLWB Elector may instead choose to transfer the Covered Fund Value to any investment vehicle that does not offer a GLWB feature or to an investment vehicle that offers a GLWB feature, but does not permit the GLWB Elector to apply his or her Benefit Base and GAW to such feature. In this situation, the Benefit Base and GAW, if applicable, will be

(a) you may elect a direct rollover of the Covered Fund Value to an IRA that offers a Great-West approved GLWB feature, if available. In this situation, the Benefit Base and GAW, if applicable, will be retained as of the date of Distribution from the Covered Fund(s) and will apply to the new GLWB feature. Great-West determines in its sole discretion whether or not it will approve any GLWB feature. The terms and conditions of any new GLWB feature will likely differ from the terms and conditions of the Certificate. In addition, the fees associated with any new GLWB feature will likely differ from, and may be greater than, the Guarantee Benefit Fee.

(b) you may choose to transfer the Covered Fund Value to any investment vehicle that does not offer a GLWB feature or to an investment vehicle that offers a GLWB feature, but does not permit you to apply your Benefit Base and GAW to such feature. In this situation, the Benefit Base and GAW, if applicable, will be reduced to zero as of the date of the Distribution from the Covered Fund(s).

th



reduced to zero as of the date of the Distribution from the Covered Fund(s).

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TERMINATION OF THE CERTIFICATE

The Certificate will terminate upon the earliest of:

We will not provide Certificate Owners with notice prior to termination of the Certificate and the Guarantee Benefit Fee will not be refunded upon termination of the Certificate.

If the Group Contract has terminated, we will not accept any additional Certificate Contributions. If the Group Contract has not terminated, but the Certificate has terminated, then we will treat any new Certificate Contribution to a Covered Fund as a new election and will issue a new Certificate. We will calculate the Benefit Base based on the current Covered Fund Value on the date the new Certificate is established.


Periodic Communications to Certificate Owners.

Account statements will be provided to you periodically by your IRA custodian, or its designated third party.

Amendments to the Group Contract and Certificate.

The Contract and Certificate may be amended to conform to changes in applicable law or interpretations of applicable law, or to accommodate design changes. Amendments (if any) to accommodate design changes will be applicable only with respect to purchasers of new Certificates, unless the Company reasonably determines the change would be favorable for all existing Certificate Owners. Changes in the Group Contract and Certificate may need to be approved by the state insurance departments. The consent of the Group Contract Owner and/or Certificate Owner to an amendment will be obtained to the extent required by law.

Successor Trustee.

We have entered into a Trust Agreement with the Group Contract Owner to establish and maintain a Trust for the purpose of making the guarantee available on a group basis and to obtain coverage on a group basis. The Group Contract Owner serves as the trustee. Pursuant to the terms of the Trust Agreement, the Group Contract Owner may not terminate the Trust until a successor trustee is named. If a successor trustee is named and the Trust is terminated, the Certificate Owner will not lose his or her rights under the Certificate.

Assignment.

The interests of the Certificate Owner in the Certificate may not be transferred, sold, assigned, pledged, charged, encumbered, or, in any way, alienated.

Cancellation.

Once you purchase the Certificate, you can cancel your Certificate by causing the Covered Fund Value or the Benefit Base to be reduced to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee

a. the date of death of a GLWB Elector during the Accumulation Phase (unless an election is made by a Beneficiary who is the spouse of the GLWB Elector to continue the Certificate); or

b. the date of death of the Certificate Owner after the Initial Installment Date if there is no surviving Covered Person; or


d. the date that you cancel the Certificate as a result of reducing the Covered Fund Value or the Benefit Base to zero prior to the Settlement Phase due to one or more Excess Withdrawals or by failing to pay the Guarantee Benefit Fee; or

e. the date the Group Contract is terminated by the Group Contract Owner; or

f. the date that we do not receive the Guarantee Benefit Fee (except during the Settlement Phase, when no fee is due); or

g. the date that you annuitize some or all of the Covered Fund assets (the Certificate will terminate only with respect to the Covered Fund assets that are annuitized).



Benefit Fee. However, if the Excess Withdrawal(s) occurs as a result of a same day Transfer between Covered Funds (i.e., shares of a Covered Fund are sold and shares of another Covered Fund are purchased on the same day), then your Certificate will not be canceled even if the Benefit Base of the Covered Fund(s) is reduced to zero.

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Misstatements.

We may require adequate proof of the age and death of the Annuitant, GLWB Elector or Covered Person(s) before processing a Request for GAWs and annuity payments. If the age of the Annuitant, GLWB Elector or Covered Person(s) has been misstated, the Installment or annuity payment established for him or her will be made on the basis or his or her correct age.

Any correction required due to misstatements may be corrected by Great-West, including increasing or decreasing future payments, in accordance with applicable law.


Many financial services companies, including insurance companies, have been facing challenges in this unprecedented market environment, and we are not immune to those challenges. We know it is important for you to understand how these events may affect our ability to meet guarantees that may be provided under your Certificate. The Certificate is not a separate account product, which means that no assets are set aside in a segregated or “separate” account to satisfy all obligations under the Certificates. Installments during Settlement Phase (if any) will be paid from our general account and, therefore, are subject to our claims paying ability. We issue other types of insurance policies and financial products as well, such as group variable annuities offered through retirement plans, term and universal life insurance, funding agreements, funding agreements backingnotes and guaranteed investment contracts (“GICs”), and we also pay our obligations under these products from our assets in the general account. In the event of an insolvency or receivership, payments we make from our general account to satisfy claims under the contract would generally receive the same priority as our other policyholder obligations.

As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all the contractual obligations of our general account to our contract owners. In order to meet our claims-paying obligations, we regularly monitor our reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims payments. In addition, we actively hedge our investments in our general account. However, it is important to note that there is no guarantee that we will always be able to meet our claims paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our general account assets, which include bonds, mortgages, general real estate investments, and stocks, as well as the loss in value of these investments resulting from a loss in their market value.

How to Obtain More Information. We encourage both existing and prospective Owners to read and understand our financial statements. We prepare our financial statements on both a statutory basis and according to Generally Accepted Accounting Principles (GAAP). If you would like a free copy of our financial statements filed on Form 10-K for the year ended December 31, 2011, call (800) 537-2033 or write to the Administrative Office. In addition, our financial statements filed on Form 10-K for the year ended December 31, 2011 are available on the SEC’s website at http://www.sec.gov. You may obtain our statutory annual statement that may be available by visiting our website at www.greatwest.com.

You also will find on our website information on ratings assigned to us by one or more independent rating organizations. These ratings are opinions of an operating insurance company’s financial capacity to meet the obligations of its insurance and annuity contracts based on its financial strength and/or claims-paying ability.

TAXATION OF THE CERTIFICATE

The following is a general discussion based on our interpretation of current United States federal income tax laws. This discussion does not address all possible circumstances that may be relevant to the tax treatment of a particular Certificate Owner. In general, this discussion does not address the tax treatment of transactions involving investment assets held in your IRA except insofar as they may be affected by the holding of a Certificate. Further, it does not address the consequences, if any, of holding a Certificate under applicable federal estate tax laws or state and local income and inheritance tax laws. You should also be aware that the tax laws may change, possibly with retroactive effect. You should consult your own tax advisor regarding the potential tax implications of purchasing a Certificate in light of your particular circumstances.

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In General.

The Certificate is a novel and innovative instrument and, to date, its proper characterization and consequences for federal income tax purposes have not been directly addressed in any cases, administrative rulings or other published authorities. We can give no assurances that the Internal Revenue Service (“IRS”) will agree with our interpretations regarding the proper tax treatment of a Certificate or the effect (if any) of the purchase of a Certificate on the tax treatment of any transactions in your Account, or that a court will agree with our interpretations if the IRS challenges them. You should consult a tax advisor before purchasing a Certificate.

IRAs.

A Certificate may be used only with traditional IRAs and Roth IRAs (collectively, “IRAs”). A Certificate may be purchased by an IRA, including a brokerage account held under that IRA. A Certificate is not available as an Individual Retirement Annuity or for use with any other type of tax-qualified retirement plan.

The tax rules applicable to Certificates vary according to the type of IRA and the terms and conditions of the IRA. Adverse tax consequences may result if you do not ensure that contributions, distributions and other transactions with respect to the Certificate comply with the law. No attempt is made here to provide more than general information about the use of the Certificate with the IRA. Owners of IRAs, as well as beneficiaries, are cautioned that the rights of any person to any benefits under such IRA may be subject to the terms and conditions of the IRA itself or limited by applicable law, regardless of the terms and conditions of the Certificate.

A Certificate is available only with respect to the IRA for which the Certificate is purchased.

Numerous changes have been made to the income tax rules governing IRAs as a result of legislation enacted during the past several years, including rules with respect to: maximum contributions, required distributions, penalty taxes on early or insufficient distributions, and income tax withholding on distributions. The following are general descriptions of the various types of IRAs and of the use of the contracts in connection therewith.

Individual Retirement Accounts. Code Sections 408 and 408A permit eligible individuals to contribute to an individual retirement program known as an “IRA” or “Roth IRA.” These IRAs are subject to limitations on the amount that may be contributed, the persons who may be eligible, the time when distributions must commence, and certain other transactions. The contributions to an IRA may be deductible in whole or in part, depending on your income and other circumstances. In addition, distributions from certain other types of qualified plans may be “rolled over” on a tax-deferred basis into an IRA

• A Certificate is intended for purchase only by the trustee or custodian of an IRA.

• We are not responsible for determining whether a Certificate complies with the terms and conditions of, or applicable law governing, any IRA. You are responsible for making that determination. Similarly, we are not responsible for administering any applicable tax or other legal requirements applicable to your IRA. You or a service provider for your IRA is responsible for determining that distributions, beneficiary designations, investment restrictions, charges and other transactions under a Certificate are consistent with the terms and conditions of your IRA and applicable law.

• If your spouse is a joint Covered Person, your spouse must be your sole beneficiary under your IRA.

• IRAs may be subject to required minimum distribution rules. Withdrawals during the GAW Phase from your Covered Fund Value taken to meet required minimum distribution requirements, in the proportion of your Covered Fund Value to your overall IRA balance (and not taking into account any other IRAs you own), will be deemed to be within the contract limits for your Certificate and will not be treated as Excess Withdrawals. The required minimum distribution shall not exceed the required minimum distribution amount calculated under the Code and regulations issued thereunder as in effect on the Certificate Date. In the event of a dispute about the required minimum distribution amount, our determination will govern.

• IRAs can be terminated. You generally can choose to discontinue your own IRA, and either receive a distribution from the IRA or transfer it to another IRA provider. Also, most IRA providers reserve the right to resign from the IRA; if that happens, in most cases you can choose to have your IRA either distributed to you or transferred to another IRA provider. If your IRA is either distributed to you or transferred to another IRA provider that does not offer the Certificate, you will cause your Certificate to terminate.



without regard to deduction limitations.

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Tax on Certain Distributions Relating to IRAs. Distributions under a Certificate may be paid to the IRA, if permitted under the terms of the IRA, or directly to you. Distributions paid to the IRA are not in and of themselves taxable.

In the case of distributions from a traditional IRA to you, including payments to you from a Certificate, a ratable portion of the amount received is taxable, generally based on the ratio of your cost basis (if any) to your total accrued benefit under the IRA. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion of any distribution from IRAs. To the extent amounts are not includable in gross income because they have been properly rolled over to another IRA or to another eligible qualified plan, no tax penalty will be imposed. The tax penalty also will not apply to: (a) distributions made on or after the date on which you reach age 59 1/2; (b) distributions following your death or disability (for this purpose disability is as defined in Section 72(m)(7) of the Code); (c) distributions that are part of substantially equal periodic payments made not less frequently than annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of your and your designated beneficiary; and (d) certain other distributions specified in the Code.

Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion to a Roth IRA from a traditional IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made.

Generally, distributions from a traditional IRA must commence no later than April 1 of the calendar year following the year in which the individual attains age 70 1/2. Required distributions must be over a period not exceeding the life expectancy of the individual or the joint lives or life expectancies of the individual and his or her designated beneficiary. Distribution requirements also apply to IRAs (including Roth IRAs) upon the death of the IRA owner. If the required minimum distributions are not made, a 50% penalty tax is imposed as to the amount not distributed.

Distributions from IRAs and Roth IRAs generally are subject to withholding for the individual’s federal income tax liability, subject to the individual’s election not to have tax withheld. The withholding rate varies according to the type of distribution and the individual’s tax status.

Seek Tax Advice. The above description of federal income tax consequences of the different types of IRAs which may be funded by a Certificate offered by this prospectus is only a brief summary meant to alert you to the issues and is not intended as tax advice. Anything less than full compliance with the applicable rules, all of which are subject to change, may have adverse tax consequences. Any person considering the purchase of a Certificate in connection with an IRA should first consult a qualified tax advisor, with regard to the suitability of a Certificate for the IRA.

ABOUT US

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. We are obligated to pay all amounts promised under the Group Contract and Certificates.

GWFS Equities serves as principal underwriter for the Certificates and is a broker/dealer registered with the SEC. Great-West directly owns all stock of GWFS Equities.

SALES OF THE CERTIFICATES

We have entered into an underwriting agreement with GWFS Equities for the distribution and sale of the Certificates. Pursuant



to this agreement, GWFS Equities serves as principal underwriter for the Certificates, offering them on a continuous basis. GWFS Equities is located at 8515 East Orchard Road, Greenwood Village, CO 80111. GWFS Equities will use its best efforts to sell the Certificates, but is not required to sell any specific number or dollar amount of Certificates.

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GWFS Equities was organized as a corporation under the laws of the State of Delaware in 1984 and is an affiliate of ours. GWFS Equities is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as with the securities administrators in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (“FINRA”).

GWFS Equities offers the Certificates through its registered representatives who are registered with FINRA and with the states in which they do business. More information about GWFS Equities and its registered representatives is available at http://www.finra.org or by calling 800-289-9999. You can also obtain an investor brochure from FINRA describing its Public Disclosure Program. Registered representatives with GWFS Equities are also licensed as insurance agents in the states in which they do business and are appointed with us.

GWFS Equities may also enter into selling agreements with unaffiliated broker-dealers to sell the Certificates. The registered representatives of these selling firms are registered with FINRA and with the states in which they do business, are licensed as insurance agents in the states in which they do business, and are appointed with us.

We do not pay commissions to GWFS Equities or to the unaffiliated broker-dealers in connection with the sale or solicitation of the Certificates. However, we may provide non-cash compensation in the form of training and education programs to registered representatives of GWFS Equities who sell the Certificates as well as registered representatives of unaffiliated broker-dealers. Registered representatives of GWFS Equities also sell other insurance products that we offer and may receive certain non-cash items, such as conferences, trips, prizes and awards under non-cash incentive compensation programs pertaining to those products. None of the items are directly attributable to the sale or solicitation of the Certificates. Such compensation will not be conditioned upon achievement of a sales target. Finally, we and GWFS Equities may provide small gifts and occasional entertainment to registered representatives with GWFS Equities or other selling firms in circumstances in which such items are not preconditioned on achievement of sales targets.

At times, GWFS Equities may make other cash and non-cash payments to selling firms for expenses relating to the recruitment and training of personnel, periodic sales meetings, the production of promotional sales literature and similar expenses. These expenses may also relate to the synchronization of technology between the Company, GWFS Equities, and the selling firm in order to coordinate data for the sale and maintenance of the Certificate. The amount of other cash and non-cash compensation paid by GWFS Equities or its affiliated companies ranges significantly among the selling firms. GWFS Equities and its affiliates may receive payments from affiliates of the selling firms that are unrelated to the sale of the Certificates

Any amounts paid by GWFS Equities to a selling firm or by Great-West to a selling firm are derived from the general account assets of Great-West and are not deducted from the Guarantee Benefit Fee. The Guarantee Benefit Fee does not vary because of such payments to such selling firms

Although the Company and GWFS Equities do not anticipate discontinuing offering the Certificates, we do reserve the right to discontinue offering the Certificates at any time.


Owner Questions.

The obligations to Owners and Covered Persons under the Group Contracts and Certificates are ours. Please direct your questions and concerns to us at our Administrative Office.

Return Privilege.

Within the free-look period (up to 30 days under applicable state law) after you receive an individual contract, you may cancel it for any reason by delivering or mailing it postage prepaid to:

Great-West Life & Annuity Insurance Company Annuity Administration 8515 East Orchard Road


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If the Owner cancels an individual contract, the individual contract will be void. Any applicable free-look does not include the Covered Fund, which is a separate investment from the individual contract. There is no free-look period for purchasers of Certificates.

State Regulation.

As a life insurance company organized and operated under the laws of the State of Colorado, we are subject to provisions governing life insurers and to regulation by the Colorado Commissioner of Insurance. Our books and accounts are subject to review and examination by the Colorado Division of Insurance.


We may require proof of the age, gender, death, or survival of any person or persons before acting on any applicable Certificate provision.

LEGAL MATTERS

Certain matters regarding the offering of the securities herein will be passed upon by Beverly A. Byrne, internal counsel for the Company.


Opinions may be issued in the future by counsel other than those listed above. The name of such counsel, other than those listed above, will be included in a prospectus supplement.

EXPERTS

The consolidated financial statements, and the related financial statement schedule of Great-West Life & Annuity Insurance Company and subsidiaries (the “Company”), incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the years ended December 31, 2011 and 2010, and for each of the three years in the period ended December 31, 2011, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.


This prospectus, which constitutes part of the registration statement, does not contain all the information set forth in the registration statement. Parts of the registration statement are omitted from this prospectus in accordance with the rules and regulations of the SEC.

The registration statement, including exhibits, contains additional relevant information about us. We are subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and, in compliance with such laws, we file annual, quarterly, and current reports and other information with the SEC. You can read and copy any reports or other information we file at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of our documents upon payment of a duplicating fee, by writing the SEC’s public reference room. You can obtain information regarding the public reference room by calling the SEC at 1-800-SEC-0330. Our filings are available to the public from commercial document retrieval services and over the internet at http://www.sec.gov. (This uniform resource locator (URL) is an inactive textual reference only and is not intended to incorporate the SEC web site into this prospectus.)

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The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus which means that incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to those documents. This prospectus incorporates by reference our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 29, 2012.

Upon oral or written request, we will provide you a copy of any documents incorporated by reference in this prospectus and any accompanying prospectus supplement (including any exhibits that are specifically incorporated by reference in them) at no cost. To request such documents, please write or call:

Great-West Life & Annuity Insurance Company 8515 East Orchard Road

Greenwood Village, CO 80111 800-537-2033

[email protected]

The documents that are incorporated by reference are available on our website at www.greatwest.com.

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DEFINITIONS


Account – A separate record in the name of each Certificate Owner which reflects his or her interests in the assets in both Covered Fund(s) and other investment options in the IRA.

Accumulation Phase – The period of time between the Certificate Election Date and the Initial Installment Date.


Alternate Payee – Any spouse, former spouse, child or other dependent of a Certificate Owner, or other person allowed by law, who is recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of the benefit payable under the IRA with respect to such Certificate Owner.


Annuity Commencement Date – The date that annuity payments begin to an Annuitant.

Attained Age – The GLWB Elector’s age on the Ratchet Date.

Beneficiary – A person or entity named by the Certificate Owner or the terms of the IRA to receive all or a portion of the Account at his or her death.

Benefit Base – The amount that is multiplied by the GAW Percentage to calculate the GAW. The Benefit Base increases dollar-for-dollar upon any Certificate Contribution and is reduced proportionately for an Excess Withdrawal. The Benefit Base can also increase with positive Covered Fund performance on the Ratchet Date. Each Covered Fund will have its own Benefit Base. A Covered Fund Benefit Base cannot be transferred to another Covered Fund unless we require a Transfer as a result of a Covered Fund being eliminated or liquidated.

Business Day – Any day, and during the hours, on which the New York Stock Exchange is open for trading. Unless otherwise stated in this prospectus, in the event that a date falls on a non-Business Day, the date of the following Business Day will be used.

Certificate – This document issued to the Certificate Owner which specifies the benefits, rights, privileges, and obligations of the Certificate Owner and Great-West under the Group Contract.

Certificate Anniversary Date – The anniversary of the Certificate Election Date, or the preceding Business Day to the extent that the Certificate Election Date is not a Business Day.

Certificate Contributions – Certificate Owner directed amounts received and allocated to the Certificate Owner’s Covered Fund(s) including rollovers as defined under Section 402 of the Code and Transfers. Reinvested dividends, capital gains, and settlements arising from the Covered Fund(s) will not be considered Certificate Contributions for the purpose of calculating the Benefit Base but will affect the Covered Fund Value.

Certificate Election Date – The date on which the GLWB Elector, Alternate Payee or Beneficiary elects the GLWB option in the Certificate and pursuant to the terms of the Covered Fund(s) prospectus or disclosure document. The Certificate Election Date shall be the date upon which the initial Benefit Base is calculated. For the Maxim SecureFoundation Lifetime Portfolios, the Certificate Election Date is also the Guarantee Trigger Date.

Certificate Owner – The person named on the Certificate Data Page. The Certificate Owner is entitled to exercise all of the benefits, rights, and privileges under the Certificate while the Covered Person(s) is still living. The Certificate Owner must be a Covered Person.

Code – The Internal Revenue Code of 1986, as amended, and all related laws and regulations which are in effect during the term of the Certificate.

Company – Great-West Life & Annuity Insurance Company, the issuer of the Group Contract and Certificate (also referred to as “Great-West,” “we,” “us,” or “our”).

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Covered Fund – Interests in the mutual fund(s) held in the Account designed for the GLWB, as follows:

• Maxim SecureFoundation Balanced Portfolio

• Maxim SecureFoundation Lifetime Portfolios

• Any other fund as approved by Great-West for the Certificate


Covered Person(s) – For purposes of the Certificate, the person(s) whose age determines the GAW Percentage and on whose life the GAW Amount will be based. If there are two Covered Persons, the GAW Percentage will be based on the age of the younger life and the Installments can continue until the death of the second life. A joint Covered Person must be the GLWB Elector’s spouse and the 100% primary beneficiary under the IRA.

Distributions – Amounts paid to a GLWB Elector from a Covered Fund pursuant to the terms of the IRA.

Excess Withdrawal – An amount either distributed or transferred from the Covered Fund(s) during the Accumulation Phase or any amount combined with all other amounts that exceeds the annual GAW during the Withdrawal Phase. The Excess Withdrawal reduces the Benefit Base, as described in the Accumulation Phase section. Neither the Guarantee Benefit Fee nor any other fees or charges assessed to the Covered Fund Value as directed by the IRA Custodian and as agreed to by Great-West shall be treated as a Distribution or Excess Withdrawal for this purpose.

GLWB – A guaranteed lifetime withdrawal benefit.

GLWB Elector – A Certificate Owner, Alternate Payee or Beneficiary who is: (i) eligible to elect the GLWB; (ii) invested in a Covered Fund(s); and (iii) a Covered Person.

Group Contract – The written agreement between the Group Contract Owner and Great-West.

GAW (GAW) – The annualized withdrawal amount that is guaranteed for the lifetime of the Covered Person(s), subject to the terms of this Certificate.


GAW Percentage (GAW%) – The percentage of the Benefit Base that determines the amount of the GAW. This percentage is based on the age of the Covered Person(s) as of the date we calculate the first Installment. If there are two Covered Persons the percentage is based on the age of the younger Covered Person, pursuant to Section 5.01.

Group Contract Owner – The owner of the Group Contract that is identified on the Certificate Data Page (currently Orchard Trust).

Guarantee Benefit Fee – The asset charge periodically calculated and deducted from your Covered Fund Value or assessed through another means of payment pursuant to the terms of the Certificate and while the Certificate is in force.

Guaranteed Lifetime Withdrawal Benefit (GLWB) – A payment option offered by the IRA that pays Installments during the life of the Covered Person(s). The Covered Person(s) will receive periodic payments in either monthly, quarterly, semiannual, or annual Installments that in total over a twelve month period equal the GAW.

Guarantee Trigger Date – The date that the Certificate is purchased for the Maxim SecureFoundation Lifetime Portfolios. For the Maxim SecureFoundation Lifetime Portfolios, the Certificate Owner does not purchase the Certificate until the first Business Day of the year that is ten years prior to the date in the name of the Maxim SecureFoundation Lifetime Portfolio. The Guarantee Trigger Date is also the Certificate Election Date for the Maxim SecureFoundation Lifetime Portfolios.

Initial Installment Date – The date of the first Installment under the GLWB, which must be a Business Day.

Installments – Periodic payments of the GAW during the GAW Phase and Settlement Phase.

Installment Frequency Options – The options listed in the GAW section.

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IRA – The traditional Roth or other Individual Retirement Account established for the Certificate Owner and the Certificate Owner’s beneficiaries, for which a Certificate is issued.

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1940 Act – The Investment Company Act of 1940, as amended.

Qualified Domestic Relations Order (QDRO) – A domestic relations order that creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to receive all or a portion of the benefits payable with respect to a GLWB Elector and that complies with the requirements of the Code, if applicable, that and is accepted and approved by the Group Contract Owner for the IRA, except as otherwise agreed.

Ratchet – An increase in the Benefit Base if the Covered Fund Value exceeds the current Benefit Base on the Ratchet Date.

Ratchet Date – During the Accumulation Phase, the Ratchet Date is the anniversary of the GLWB Elector’s Certificate Election Date and each anniversary thereafter. During the Withdrawal Phase, the Ratchet Date is the Initial Installment Date and each anniversary thereafter. If any anniversary in the Accumulation and Withdrawal Phase is a non-Business Day, the Ratchet Date shall be the preceding Business Day for that year.

Request – An inquiry or instruction in a form satisfactory to Great-West. A valid Request must be: (i) received by Great-West at the Administrative Office in good order; and (ii) submitted in accordance with the provisions of the Certificate, or as required by Great-West. The Request is subject to any action taken by Great-West before the Request was processed.

Reset – An optional GLWB Elector election during the Withdrawal Phase in which the current GAW Percentage and Benefit Base may be changed to the GLWB Elector’s Attained Age GAW Percentage and Covered Fund Value on the Ratchet Date.

Securities Act – The Securities Act of 1933, as amended.

Settlement Phase – The period when the Covered Fund Value has reduced to zero, but the Benefit Base is still positive. Installments continue under the terms of the Certificate.

Spouses – Legally married under applicable Federal law.

Transfer – The reinvestment or exchange of all or a portion of the Covered Fund Value to or from a Covered Fund to: (i) another Covered Fund; or (ii) another investment option offered under the IRA.

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