Securities Act of 1933 - Section 5 and Rule 145
Investment Company Act of 1940 - Section 8 and 11

First Great-West Life & Annuity Insurance Company &
Canada Life Insurance Company of New York

December 22, 2005

RESPONSE OF THE OFFICE OF INSURANCE PRODUCTS DIVISION OF INVESTMENT MANAGEMENT

First Great-West Life & Annuity Insurance Company and Canada Life Insurance Company of New York

Based on the facts and representations in you letter dated December 22, 2005, and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission against First Great-West Life & Annuity Insurance Company ("First GWL&A") and Canada Life Insurance Company of New York ("CLNY") under Section 5 of the Securities Act of 1933 (the "1933 Act") and Rule 145 thereunder, or Sections 8 and 11 of the Investment Company Act of 1940 (the "1940 Act"), if First GWL&A transfers its Variable Annuity-1 Series Account (the "First GWL&A Account") to CLNY in connection with the merger of First GWL&A into CLNY (the "Merger"). In addition, we would not recommend enforcement action to the Commission if: (1) the change in the depositor for the transferred First GWL&A Account as a result of the Merger is effected through the filing of an amendment to the registration statement for the First GWL&A Account under the 1940 Act; and (2) a new registration statement under the 1933 Act, for the transferred variable contract supported by the First GWL&A Account ("First GWL&A Contract"), is filed by CLNY and the First GWL&A Account to cover any securities issued in connection with the First GWL&A Contract after the Merger is effected.

Further, we would not recommend enforcement action to the Commission under Section 5 of the 1933 Act and Rule 145 thereunder if, without registration under the 1933 Act, First GWL&A transfers to CLNY assets equal to its reserves and other liabilities under its fixed annuity contract with market value adjustment features, as a result of which CLNY would assume all of the obligations and responsibilities of GWL&A under such contract.

We also would not recommend enforcement action to the Commission, if after consummation of the Merger, CLNY continues to rely on the exemptive orders identified in your letter and obtained on behalf of the First GWL&A Account, and any other parties named therein, without filing amended or new applications for the same relief previously granted.¹

Because our position is based on the facts and representations in your letter, you should note that different facts or representations may require a different conclusion. Further, this response expresses the position of the Division on enforcement only, and does not purport to express any legal conclusions on the issues presented.

Patrick F. Scott
Senior Counsel

Endnote

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/1stgreatwest122205.htm