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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/21 Var Annuity-8 Series Acct (o… NY) 485APOS¶ 2/23/21 2:620K Donnelley … Solutions/FA → Variable Annuity-8 Series Account ⇒ Great-West SecureFoundation II Variable Annuity IRA |
Document/Exhibit Description Pages Size 1: 485APOS Great-West Securefoundation Ii Ira Gwlany 485APOS HTML 328K 2: CORRESP Comment-Response or Other Letter to the SEC HTML 10K
| Great-West SecureFoundation II IRA GWLANY 485APOS |
| immediately upon filing pursuant to paragraph (b) of Rule 485 | |
| on [May 1, 2021], pursuant to paragraph (b) of Rule 485 | |
| x | 60 days after filing, pursuant to paragraph (a)(1) of Rule 485 |
| on (date), pursuant to paragraph (a)(1) of Rule 485 |
| this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
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| Sales Load imposed on Purchases (as a percentage of purchase payments) | None |
| Deferred Sales Load (as a percentage of purchase payments or amount surrendered) | None |
| Contract Termination Charge | None |
| Transfer Fee | None |
| Maximum Fee | Current Fee | |
| Contract Maintenance Charge1 | $100.00 | $0.00 |
| Separate Account Annual Expenses (as a percentage of average Contract Value) | ||
| Variable Asset Charge | 1.00% | 0.00% |
| Guarantee Benefit Fee (as a percentage of Covered Fund Value) 2 | 1.50% | 1.20% |
| Total Separate Account Annual Expenses including Guarantee Benefit Fee | 2.50% | 1.20% |
| Total Annual Covered Funds Operating Expenses | Minimum | Maximum |
| Expenses that are deducted from Covered Fund assets, including management fees, distribution and/or service (12b-1) fees and other expenses | 0.62% | 0.69% |
| 1 | Currently, there is no annual Contract Maintenance Charge. However, we reserve the right to impose a Contract Maintenance Charge up to the maximum amount stated. |
| 2 | You will pay the Guarantee Benefit Fee separately on each Covered Fund Value after the Benefit Base is established with respect to the Covered Fund. The Benefit Base for the Great-West SecureFoundation® Lifetime Funds may be established after your Election Date. The Guarantee Benefit Fee information is found under the section “The Guaranteed Lifetime Withdrawal Benefit.” |
| 1 year | 3 years | 5 years | 10 years |
| $411.00 | $1,240.00 | $2,079.00 | $4,226.00 |
| 1 year | 3 years | 5 years | 10 years |
| $411.00 | $1,240.00 | $2,079.00 | $4,226.00 |
| • | to operate the Separate Account in any form permitted under the 1940 Act, or in any other form permitted by law; |
| • | to deregister the Separate Account under the 1940 Act; |
| • | to add Variable Accounts that invest in investment portfolios suitable for the Contract; |
| • | to eliminate Variable Accounts; |
| • | to close certain Variable Accounts to new allocations of Contributions or Transfers; |
| • | to establish additional segregated investment accounts and/or divisions of such segregated investment accounts (“sub- accounts”); |
| • | to combine the Separate Account with one or more different segregated investment accounts established by Great-West; |
| • | to combine Variable Accounts, or combine a Variable Account with a subaccount of a different segregated investment account established by Great-West; |
| • | to endorse the Contract to reflect changes to the Separate Account and the Variable Accounts; |
| • | subject to compliance with applicable law, to add, remove, or substitute Covered Funds. A new or substitute Covered Fund may have different fees and expenses, and its availability may be limited; |
| • | subject to any required regulatory approvals, to Transfer assets in one Variable Account to another Variable Account; and |
| • | to make any changes required by the Code or by any other applicable law in order to continue treatment of the Contract as an annuity. |
| (a) | is the net result of: |
| (i) | the net asset value per share of the Covered Fund determined as of the end of the current Valuation Period; plus |
| (ii) | the per share amount of any dividend (and, if applicable, capital gains distribution) made by the Covered Fund if the “ex-dividend date” occurs during the current Valuation Period; plus or minus |
| (iii) | a per unit charge or credit for any taxes incurred by or provided for in the Variable Account, which is determined by Great-West to have resulted from the investment operations of the Variable Account; and |
| (b) | is the net asset value per share of the Covered Fund determined as of the end of the immediately preceding Valuation Period; and |
| (c) | is an amount representing the Variable Asset Charge deducted from each Variable Account on a daily basis. This amount will vary, depending upon the Group Contractowner’s Schedule of Terms and Fees. |
| • | longevity risk, which is the risk that the Contractowner will outlive the assets invested in the Covered Fund; and |
| • | income volatility risk, which is the risk of downward fluctuations in the Contractowner’s retirement income due to changes in market performance. |
| • | The maximum Guarantee Benefit Fee, as a percentage of a Contractowner’s Covered Fund Value, on an annual basis, is 1.50%; |
| • | The minimum Guarantee Benefit Fee, as a percentage of a Contractowner’s Covered Fund Value, on an annual basis, is 0.70%; |
| • | The current Guarantee Benefit Fee, as a percentage of a Contractowner’s Covered Fund Value, on an annual basis, is 1.20%. |
| • | on the Annuity Commencement Date; |
| • | upon death of the single Covered Person if there is no surviving Covered Person or, if there are joint Covered Persons, the death of the second to die if the second Covered Person continues the Contract; |
| • | subject to any applicable grace period, if Great-West does not receive the Guarantee Benefit Fee on the date the fee is due; |
| • | if a Covered Fund is discontinued or otherwise removed and the Contractowner after receiving notice does not agree to Transfer such Covered Fund Value to a comparable Covered Fund currently made available by Great-West within 60 days; and |
| • | if the Owner terminates the Contract and the Covered Person is not in the Settlement Phase. |
| • | We increase the Covered Fund’s Benefit Base on a dollar-for-dollar basis each time you make a Contribution to the Covered Fund. |
| • | We decrease the Covered Fund’s Benefit Base on a proportionate basis each time you make an Excess Withdrawal from the Covered Fund. (Because Excess Withdrawals reduce your Benefit Base by the same proportion as the Excess Withdrawal to your Covered Fund Value, Excess Withdrawals may decrease your Benefit Base by more than the amount you withdraw. For more information on the proportionate impact of Excess Withdrawals, please see Excess Withdrawals During the Accumulation Phase, below, and Effect of Excess Withdrawals During the Withdrawal Phase, below.) |
| • | On each Ratchet Date (described below), we will increase the Covered Fund’s Benefit Base to equal the current Covered Fund Value if the Covered Fund Value is greater than the Benefit Base (which will then reflect positive Covered Fund performance.) |
| • | The Benefit Base is used only for purposes of calculating your Installment Payments during the Withdrawal 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 the Benefit Base with the Covered Fund Value. |
| • | During the Accumulation Phase and the Withdrawal Phase, the Benefit Base will be re-calculated each time you make a Contribution or you take an 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. |
| • | If the Contractowner dies before the annuity starting date, all amounts under the Contract must be distributed within five years of the Contractowner’s death unless the beneficiary chooses to begin payments over the beneficiary’s life or life expectancy beginning within one year of the Contractowner’s death. Alternatively, a surviving Spouse may elect to treat the Contract as his or her own. |
| • | If a Contractowner dies after the annuity starting date, payments must continue to be made at least as rapidly as during the Contractowner’s life. |
| 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 |
| Sole Covered Person | Joint Covered Person |
| 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+ |
| (a) | Annual - the GAW will be paid on the Initial Installment Date and each anniversary thereafter. |
| (b) | Semi-Annual - half of the GAW will be paid on the Initial Installment Date and in Installments every 6 month anniversary thereafter. |
| (c) | Quarterly - one quarter of the GAW will be paid on the Initial Installment Date and in Installments every 3 month anniversary thereafter. |
| (d) | Monthly - one-twelfth of the GAW will be paid on the Initial Installment Date and in Installments every monthly anniversary thereafter. |
| • | Total IRA account value = $100,000 |
| • | Covered Fund Value = $50,000 (50% of total account value) |
| • | IRA account value held in other investments = $50,000 (50% of total account value) |
| • | GAW = $2,500 |
| • | Total RMD attributable to the IRA = $3,000 |
| • | RMD attributable to the Covered Fund = $3,000 x 0.50 = $1,500 |
| • | Total IRA account value = $100,000 |
| • | Covered Fund Value = $50,000 (50% of total account value) |
| • | IRA account value held in other investments = $50,000 (50% of total account value) |
| • | GAW = $2,500 |
| • | Total RMD attributable to the IRA = $6,200 |
| • | RMD attributable to the Covered Fund = $6,200 x 0.50 = $3,100 |
| • | the amounts being Transferred; |
| • | the Variable Accounts from which the Transfer is to be made; and |
| • | the Variable Accounts or the other IRA investment that will receive the Transfer. |
| • | The NYSE is closed, other than customary weekend and holiday closing, or trading on the NYSE is restricted as determined by the SEC; |
| • | The SEC permits, by an order, the postponement for the protection of Contractowners; |
| • | The SEC determines that an emergency exists that would make the disposal of securities held in the Separate Account or the determination of their value not reasonably practicable; and |
| • | When mandated under applicable law. |
| • | general information; |
| • | information about Great-West Life & Annuity Insurance Company of New York and the Separate Account; |
| • | services; |
| • | withholding; and |
| • | financial statements. |
| Name | Principal Business Address | Positions and Offices with Depositor |
| R.J. Orr | (3) | Chairman of the Board |
| M.D. Alazraki | Manatt,
Phelps & Phillips, LLP 7 Times Square, 23rd Floor New York, NY 10036 |
Director |
| J.L. Bernbach | 32
East 57th Street, 10th Floor New York, New York 10022 |
Director |
| A.R. Desmarais | (3) | Director |
| P.G. Desmarais, Jr. | (3) | Director |
| S.Z. Katz | Fried
Frank Harris Shriver & Jacobson 400 E. 57th Street, 19-E New York, NY 10022 |
Director |
| T.T. Ryan, Jr. | JP
Morgan Chase 270 Park Avenue, Floor 47 New York, NY 10017 |
Director |
| J.J. Selitto | 437
West Chestnut Hill Avenue Philadelphia, PA 19118 |
Director |
| B.E. Walsh | Saguenay
Capital, LLC The Centre at Purchase Two Manhattanville Road, Suite 403 Purchase, NY 10577 |
Director |
| A.S. Bolotin | (1) | President and Chief Executive Officer |
| J.F. Bevacqua | (1) | Chief Risk Officer |
| E.P. Friesen | (1) | Chief Investment Officer, General Account |
| D.G. Peterson | (1) | Chief Information Security Officer |
| K.I. Schindler | (2) | Chief Compliance Officer |
| R.G. Schultz | (2) | General Counsel, Chief Legal Officer, and Secretary |
| J.D. Kreider | (1) | Senior Vice President and Head of Great-West Investments |
| W.J. McDermott | (1) | Senior Vice President, Empower Large/Mega/Not-for-Profit |
| D.G. McLeod | (1) | Senior Vice President, Products |
| D.A. Morrison | (1) | Senior Vice President, Government Markets |
| J.M. Smolen | (1) | Senior Vice President, Empower Core Market |
| C.E. Waddell | (1) | Senior Vice President, Retirement Solutions |
| M.B. Harger | (1) | Vice President, Empower Client Services |
| T.E. Homenuik | (1) | Vice President and Corporate Actuary |
| J. Nyhouse | (1) | Vice President, Internal Audit |
| K.S. Roe | (1) | Vice President, Treasurer and Principal Accounting Officer |
| F. Peurye | (1) | Vice President, Taxation |
| R.L. Logsdon | (2) | Associate General Counsel & Associate Secretary |
| B.R. Hudson | (2) | Senior Counsel and Assistant Secretary |
| D.C. Larsen | (2) | Senior Counsel and Assistant Secretary |
| K.S. Noble | (2) | Secretary, Audit Committee |
| (a) | Directors of a corporation who vote for or concur in any of the following corporate actions shall be jointly and severally liable to the corporation for the benefit of its creditors or shareholders, to the extent of any injury suffered by such persons, respectively, as a result of such action: | |
| (1) | The declaration of any dividend or other distribution to the extent that it is contrary to the provisions of paragraphs (a) and (b) of section 510 (Dividends or other distributions in cash or property). | |
| (2) | The purchase of the shares of the corporation to the extent that it is contrary to the provisions of section 513 (Purchase or redemption by a corporation of its own shares). | |
| (3) | The distribution of assets to shareholders after dissolution of the corporation without paying or adequately providing for all known liabilities of the corporation, excluding any claims not filed by creditors within the time limit set in a notice given to creditors under articles 10 (Non-judicial dissolution) or 11 (Judicial dissolution). | |
| (4) | The making of any loan contrary to section 714 (Loans to directors). | |
| (b) | A director who is present at a meeting of the board, or any committee thereof, when action specified in paragraph (a) is taken shall be presumed to have concurred in the action unless his dissent thereto shall be entered in the minutes of the meeting, or unless he shall submit his written dissent to the person acting as the secretary of the meeting before the adjournment thereof, or shall deliver or send by registered mail such dissent to the secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. A director who is absent from a meeting of the board, or any committee thereof, when such action is taken shall be presumed to have concurred in the action unless he shall deliver or send by registered mail his dissent thereto to the secretary of the corporation or shall cause such dissent to be filed with the minutes of the proceedings of the board or committee within a reasonable time after learning of such action. | |
| (c) | Any director against whom a claim is successfully asserted under this section shall be entitled to contribution from the other directors who voted for or concurred in the action upon which the claim is asserted. | |
| (d) | Directors against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amounts paid by them to the corporation as a result of such claims: | |
| (1) | Upon payment to the corporation of any amount of an improper dividend or distribution, to be subrogated to the rights of the corporation against shareholders who received such dividend or distribution with knowledge of facts indicating that it was not authorized by section 510, in proportion to the amounts received by them respectively. | |
| (2) | Upon payment to the corporation of any amount of the purchase price of an improper purchase of shares, to have the corporation rescind such purchase of shares and recover for their benefit, but at their expense, the amount of such purchase price from any seller who sold such shares with knowledge of facts indicating that such purchase of shares by the corporation was not authorized by section 513. | |
| (3) | Upon payment to the corporation of the claim of any creditor by reason of a violation of subparagraph (a)(3), to be subrogated to the rights of the corporation against shareholders who received an improper distribution of assets. | |
| (4) | Upon payment to the corporation of the amount of any loan made contrary to section 714, to be subrogated to the rights of the corporation against a director who received the improper loan. | |
| (e) | A director shall not be liable under this section if, in the circumstances, he performed his duty to the corporation under paragraph (a) of section 717. | |
| (f) | This section shall not affect any liability otherwise imposed by law upon any director. | |
| (a) | An action may be brought against one or more directors or officers of a corporation to procure a judgment for the following relief: | ||
| (1) | Subject to any provision of the certificate of incorporation authorized pursuant to paragraph (b) of section 402, to compel the defendant to account for his official conduct in the following cases: | ||
| (A) | The neglect of, or failure to perform, or other violation of his duties in the management and disposition of corporate assets committed to his charge. | ||
| (B) | The acquisition by himself, transfer to others, loss or waste of corporate assets due to any neglect of, or failure to perform, or other violation of his duties. | ||
| (C) | In the case of directors or officers of a benefit corporation organized under article seventeen of this chapter: (i) the failure to pursue the general public benefit purpose of a benefit corporation or any specific public benefit set forth in its certificate of incorporation; (ii) the failure by a benefit corporation to deliver or post an annual report as required by section seventeen hundred eight of article seventeen of this chapter; or (iii) the neglect of, or failure to perform, or other violation of his or her duties or standard of conduct under article seventeen of this chapter. | ||
| (2) | To set aside an unlawful conveyance, assignment or transfer of corporate assets, where the transferee knew of its unlawfulness. | ||
| (3) | To enjoin a proposed unlawful conveyance, assignment or transfer of corporate assets, where there is sufficient evidence that it will be made. | ||
| (b) | An action may be brought for the relief provided in this section, and in paragraph (a) of section 719 (Liability of directors in certain cases) by a corporation, or a receiver, trustee in bankruptcy, officer, director or judgment creditor thereof, or, under section 626 (Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor), by a shareholder, voting trust certificate holder, or the owner of a beneficial interest in shares thereof. | ||
| (c) | This section shall not affect any liability otherwise imposed by law upon any director or officer. | ||
| (a) | A corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. |
| (b) | The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful. |
| (c) | A corporation may indemnify any person made, or threatened to be made, a party to an action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. |
| (d) | For the purpose of this section, a corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation. |
| (a) | A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in section 722 shall be entitled to indemnification as authorized in such section. | ||
| (b) | Except as provided in paragraph (a), any indemnification under section 722 or otherwise permitted by section 721, unless ordered by a court under section 724 (Indemnification of directors and officers by a court), shall be made by the corporation, only if authorized in the specific case: | ||
| (1) | By the board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in section 722 or established pursuant to section 721, as the case may be, or, | ||
| (2) | If a quorum under subparagraph (1) is not obtainable or, even if obtainable, a quorum of disinterested directors so directs; | ||
| (A) | By the board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in such sections has been met by such director or officer, or | ||
| (B) | By the shareholders upon a finding that the director or officer has met the applicable standard of conduct set forth in such sections. | ||
| (c) | Expenses incurred in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by paragraph (a) of section 725. | ||
| (a) | Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or of the shareholders in the specific case under section 723 (Payment of indemnification other than by court award), indemnification shall be awarded by a court to the extent authorized under section 722 (Authorization for indemnification of directors and officers), and paragraph (a) of section 723. Application therefor may be made, in every case, either: | |
| (1) | In the civil action or proceeding in which the expenses were incurred or other amounts were paid, or | |
| (2) | To the supreme court in a separate proceeding, in which case the application shall set forth the disposition of any previous application made to any court for the same or similar relief and also reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were incurred or other amounts were paid. | |
| (b) | The application shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of a court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require. | |
| (c) | Where indemnification is sought by judicial action, the court may allow a person such reasonable expenses, including attorneys’ fees, during the pendency of the litigation as are necessary in connection with his defense therein, if the court shall find that the defendant has by his pleadings or during the course of the litigation raised genuine issues of fact or law. | |
| (a) | All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under paragraph (c) of section 723 (Payment of indemnification other than by court award) or allowed by a court under paragraph (c) of section 724 (Indemnification of directors and officers by a court) shall be repaid in case the person receiving such advancement or allowance is ultimately found, under the procedure set forth in this article, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by the corporation or allowed by the court exceed the indemnification to which he is entitled. | |
| (b) | No indemnification, advancement or allowance shall be made under this article in any circumstance where it appears: | |
| (1) | That the indemnification would be inconsistent with the law of the jurisdiction of incorporation of a foreign corporation which prohibits or otherwise limits such indemnification; | |
| (2) | That the indemnification would be inconsistent with a provision of the certificate of incorporation, a by-law, a resolution of the board or of the shareholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or | |
| (3) | If there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement. | |
| (c) | If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders, the corporation shall, not later than the next annual meeting of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation. | |
| (d) | If any action with respect to indemnification of directors and officers is taken by way of amendment of the bylaws, resolution of directors, or by agreement, then the corporation shall, not later than the next annual meeting of shareholders, unless such meeting is held within three months from the date of such action, and, in any event, within fifteen months from the date of such action, mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the action taken. | |
| (e) | Any notification required to be made pursuant to the foregoing paragraph (c) or (d) of this section by any domestic mutual insurer shall be satisfied by compliance with the corresponding provisions of section one thousand two hundred sixteen of the insurance law. | |
| (f) | The provisions of this article relating to indemnification of directors and officers and insurance therefor shall apply to domestic corporations and foreign corporations doing business in this state, except as provided in section 1320 (Exemption from certain provisions). | |
| (1) | To indemnify the corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this article, and |
| (2) | To indemnify directors and officers in instances in which they may be indemnified by the corporation under the provisions of this article, and | |
| (3) | To indemnify directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of this article provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the superintendent of financial services, for a retention amount and for co-insurance. | |
| (b) | No insurance under paragraph (a) may provide for any payment, other than cost of defense, to or on behalf of any director or officer: | |
| (1) | if a judgment or other final adjudication adverse to the insured director or officer establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or | |
| (2) | in relation to any risk the insurance of which is prohibited under the insurance law of this state. | |
| (c) | Insurance under any or all subparagraphs of paragraph (a) may be included in a single contract or supplement thereto. Retrospective rated contracts are prohibited. | |
| (d) | The corporation shall, within the time and to the persons provided in paragraph (c) of section 725 (Other provisions affecting indemnification of directors or officers), mail a statement in respect of any insurance it has purchased or renewed under this section, specifying the insurance carrier, date of the contract, cost of the insurance, corporate positions insured, and a statement explaining all sums, not previously reported in a statement to shareholders, paid under any indemnification insurance contract. | |
| (e) | This section is the public policy of this state to spread the risk of corporate management, notwithstanding any other general or special law of this state or of any other jurisdiction including the federal government. | |
| (a) | GWFS Equities, Inc. (“GWFS”) is the distributor of securities of the Registrant. Including the Registrant, GWFS serves as distributor or principal underwriter for Great-West Funds, Inc., an open-end management investment company, FutureFunds Series Account of GWL&A, Variable Annuity-8 Series Account of GWL&A and Variable Annuity-8 Series Account of GWL&A NY. | |
| (b) | Directors and Officers of GWFS: |
| Name | Principal Business Address | Positions and Offices with Underwriter |
| C.E. Waddell | 8515
East Orchard Road Greenwood Village, CO 80111 |
Chair, President, and Chief Executive Officer |
| S.E. Jenks | 8515
East Orchard Road Greenwood Village, CO 80111 |
Director and Executive Vice President |
| R.H. Linton, Jr. | 8515
East Orchard Road Greenwood Village, CO 80111 |
Director and Executive Vice President |
| W.J. McDermott | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Vice President |
| D.A. Morrison | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Vice President |
| J.M. Smolen | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Vice President |
| R.L. Logsdon | 8515
East Orchard Road Greenwood Village, CO 80111 |
Vice President, Counsel, and Secretary |
| R.M. Mattie | 8515
East Orchard Road Greenwood Village, CO 80111 |
FIN OP Principal, Principal Financial Officer, Principal Operations Officer, Vice President and Treasurer |
| K.I. Schindler | 8515
East Orchard Road Greenwood Village, CO 80111 |
Chief Compliance Officer |
| M.J. Kavanagh | 8515
East Orchard Road Greenwood Village, CO 80111 |
Associate Chief Compliance Officer |
| T.L. Luiz | 8515
East Orchard Road Greenwood Village, CO 80111 |
Compliance Officer |
| B.R. Hudson | 8515
East Orchard Road Greenwood Village, CO 80111 |
Senior Counsel and Assistant Secretary |
| (c) | Commissions and other compensation received by Principal Underwriter, directly or indirectly, from the Registrant during Registrant’s last fiscal year: |
| Name
of Principal Underwriter |
Net
Underwriting Discounts and Commissions |
Compensation
on Redemption |
Brokerage
Commissions |
Compensation |
| GWFS | -0- | -0- | -0- | -0- |
| (a) | Registrant undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted. |
| (b) | Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information. |
| (a) | Registrant undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted. |
| (c) | Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this form promptly upon written or oral request. |
| (d) | The Depositor, Great-West Life & Annuity Insurance Company of New York, represents the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by Great-West Life & Annuity Insurance Company of New York. |
| (e) | Great-West Life & Annuity Insurance Company of New York represents that the no-action letters issued by the staff of the Division of Investment Management of the Securities and Exchange Commission on November 28, 1988, to the American Council of Life Insurance, and on August 30, 2012, to ING Life Insurance Company, are being relied upon, and that the terms of those no-action positions have been complied with. |
| VARIABLE
ANNUITY-8 SERIES ACCOUNT (Registrant) | |
| By: | /s/ Andra S. Bolotin |
| Andra
S. Bolotin President and Chief Executive Officer of Great-West Life & Annuity Insurance Company of New York | |
| GREAT-WEST
LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK (Depositor) | |
| By: | /s/ Andra S. Bolotin |
| Andra
S. Bolotin President and Chief Executive Officer | |
| Signature | Title | Date | |||
| /s/ R. Jeffrey Orr | Chairman of the Board | February 23, 2021 | |||
| R. Jeffrey Orr* | |||||
| /s/ Andra S. Bolotin | President and Chief Executive Officer | February 23, 2021 | |||
| Andra S. Bolotin | |||||
| /s/ Kara S. Roe | Principal Accounting Officer and Treasurer | February 23, 2021 | |||
| Kara S. Roe | |||||
| Director | |||||
| Marcia D. Alazraki | |||||
| /s/ John L. Bernbach | Director | February 23, 2021 | |||
| John L. Bernbach* | |||||
| /s/ André R. Desmarais | Director | February 23, 2021 | |||
| André R. Desmarais* | |||||
| /s/ Paul G. Desmarais, Jr. | Director | February 23, 2021 | |||
| Paul G. Desmarais, Jr.* | |||||
| /s/ Stuart Z. Katz | Director | February 23, 2021 | |||
| Stuart Z. Katz* | |||||
| /s/ T. Timothy Ryan, Jr. | Director | February 23, 2021 | |||
| T. Timothy Ryan, Jr.* | |||||
| Director | |||||
| Jerome J. Selitto | |||||
| Signature | Title | Date | |||
| /s/ Brian E. Walsh | Director | February 23, 2021 | |||
| Brian E. Walsh* | |||||
| *By: | /s/ Ryan L. Logsdon | *Attorney-in-fact pursuant to Power of Attorney | February 23, 2021 | ||
| Ryan
L. Logsdon |
|||||
| This ‘485APOS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/1/21 | 485BPOS | |||
| Filed on: | 2/23/21 | 485APOS | ||
| 1/1/21 | ||||
| 12/31/20 | 24F-2NT, N-CEN | |||
| 1/1/20 | ||||
| 12/31/19 | 24F-2NT, N-CEN | |||
| 6/1/19 | ||||
| 1/24/19 | ||||
| 3/24/15 | ||||
| 10/8/13 | ||||
| 8/30/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/17/20 Var Annuity-8 Series Acct (o… NY) 485BPOS 5/01/20 4:3.6M Donn… Fin’l/ArcFiling/FA 11/13/15 Var Annuity-8 Series Acct (o… NY) N-4/A 12:2.9M 5/05/15 Var Annuity-8 Series Acct (o… NY) N-4 4:760K Donnelley … Solutions/FA |